EXHIBIT 4.12

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT
                    ----------------------------------------

                     This INTELLECTUAL PROPERTY SECURITY AGREEMENT (together
with all amendments, if any, from time to time, this "Agreement"), dated as of
April 1, 2003, is made by EACH OF THE GRANTORS LISTED ON THE SIGNATURE PAGES
HERETO AND EACH ADDITIONAL PARTY WHICH BECOMES A GRANTOR HERETO PURSUANT TO
SECTION 11 HEREOF (collectively, "Grantors" and each, a "Grantor"), in favor of
WILMINGTON TRUST COMPANY, a Delaware banking corporation, in its capacity as
collateral agent (with its successors in such capacity, the "Collateral Agent")
for the benefit of the Secured Parties (as defined below).

                              W I T N E S S E T H:
                              - - - - - - - - - -

                     WHEREAS, Barney's, Inc., a New York corporation ("Barneys")
issued 9.00% Senior Secured Notes due 2008 (the "Notes") pursuant to an
indenture, dated as of the date hereof (as amended, restated, supplemented or
otherwise modified and in effect from time to time, the "Indenture"), among
Barneys, the other Grantors, Barneys New York, Inc. ("Holdings") and the
Collateral Agent, pursuant to which Holdings and the other Grantors (other than
Barneys) have guaranteed the payment of all of the principal of and interest and
premium and Liquidated Damages, if any, on the Notes; and

                     WHEREAS, in order to secure (i) the payment of all of the
principal of and interest and premium and Liquidated Damages, if any, on the
Notes and the payment and performance of all other Note Obligations (as defined
in the Indenture) and (ii) all of the Grantors' obligations and liabilities
hereunder and in connection herewith (all the Note Obligations and such
obligations and liabilities hereunder being hereinafter referred to collectively
as the "Liabilities"), the Grantors are required to execute and deliver this
Agreement pursuant to the Indenture.

                     NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                     1. DEFINED TERMS. All capitalized terms used but not
otherwise defined herein have the meanings given to them in to the Indenture,
and the following shall have (unless otherwise provided elsewhere in this
Agreement) the following respective meanings (such meanings being equally
applicable to both the singular and plural form of the terms defined):

                     "Copyright License" means any and all rights now owned or
           hereafter acquired by any Grantor under any written agreement
           granting any right to use any Copyright or Copyright registration.

                     "Copyrights" means all of the following: (a) all copyrights
           and General Intangibles (as defined in Article 9 of the Uniform
           Commercial Code as in effect on the date hereof in the State of New
           York) of like nature (whether registered or unregistered), all
           registrations and recordings thereof, and all applications in
           connection therewith, including all registrations, recordings and
           applications in the United States Copyright Office or in any similar
           office or agency of the United States, any state or territory


<PAGE>
           thereof, or any other country or any political subdivision thereof,
           and (b) all reissues, extensions or renewals thereof.

                     "Intercreditor Agreement" means the Intercreditor
           Agreement, dated as of the date hereof, among the Collateral Agent
           and the Priority Lien Agent as acknowledged by Barneys, the other
           Grantors and Holdings (including, without limitation, the provisions
           of Article 12 of the Indenture incorporated by reference therein).

                     "Patent License" means rights now owned or hereafter
           acquired under any written agreement by any Grantor granting any
           right with respect to any Patent in existence.

                     "Patents" means all of the following: (a) all letters
           patent of the United States or of any other country, all
           registrations and recordings thereof, and all applications for
           letters patent of the United States or of any other country,
           including registrations, recordings and applications in the United
           States Patent and Trademark Office or in any similar office or agency
           of the United States, any State, or any other country, and (b) all
           reissues, continuations, continuations-in-part or extensions thereof.

                     "Secured Party" means each of the Collateral Agent, the
           Trustee, the Holders of any Note and the holders of any other
           Liabilities.

                     "Senior Lien Satisfaction Date" means the first date on
which there is a Discharge of Priority Lien Obligations.

                     "Trademark License" means rights under any written
           agreement now owned or hereafter acquired by any Grantor granting any
           right to use any Trademark.

                     "Trademarks" means all of the following: (a) all
           trademarks, trade names, corporate names, business names, trade
           styles, service marks, logos, other source or business identifiers,
           prints and labels on which any of the foregoing have appeared or
           appear, designs and general intangibles of like nature (whether
           registered or unregistered), all registrations and recordings
           thereof, and all applications in connection therewith, including
           registrations, recordings and applications in the United States
           Patent and Trademark Office or in any similar office or agency of the
           United States, any state or territory thereof, or any other country
           or any political subdivision thereof; (b) all reissues, extensions or
           renewals thereof; and (c) all goodwill associated with or symbolized
           by any of the foregoing.

           2. GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL.
(a) To secure the prompt and complete payment, performance and observance of all
the Liabilities, each of the Grantors hereby grants, assigns, conveys,
mortgages, pledges, hypothecates and transfers to the Collateral Agent, for
itself and the benefit of the Secured Parties, a continuing security interest in
and Lien upon all of its right, title and interest in, to and under the
following, whether presently existing or hereafter created or acquired by or
arising in favor of such Grantor and whether owned or consigned by or to, or
licensed from or to, such Grantor (collectively, the "Intellectual Property
Collateral"):

                                       2
<PAGE>
                    (i) all of its Patents and Patent Licenses to which it is a
               party including those referred to on Schedule I hereto;

                    (ii) all of its Trademarks and Trademark Licenses to which
               it is a party including those referred to on Schedule II hereto;

                    (iii) all of its Copyrights and Copyright Licenses to which
               it is a party including those referred to on Schedule III hereto;

                    (iv) all reissues, continuations or extensions of the
               foregoing;

                    (v) all goodwill of the business connected with the use of,
               and symbolized by each Trademark and each Trademark License; and

                    (vi) all products and proceeds of the foregoing, including,
               without limitation, any claim by such Grantor against third
               parties for past, present or future (A) infringement of any
               Patent or Patent licensed under any Patent License, (B)
               infringement or dilution of any Trademark or any Trademark
               licensed under any Trademark License, (C) injury to the goodwill
               associated with any Trademark or Trademark licensed under any
               Trademark License, and (D) infringement of any Copyright or any
               Copyright licensed under any Copyright License.

                     (b) In addition, to secure the prompt and complete payment,
performance and observance of the Liabilities and in order to induce the
Collateral Agent and the Secured Parties as aforesaid, each Grantor hereby
grants to the Collateral Agent, for itself and the benefit of the Secured
Parties, a right of setoff, against the property of such Grantor held by the
Collateral Agent or any Secured Party, consisting of property described above in
Section 2(a) now or hereafter in the possession or custody of or in transit to
the Collateral Agent or any Secured Party, for any purpose, including
safekeeping, collection or pledge, for the account of such Grantor, or as to
which such Grantor may have any right or power.

                     3. REPRESENTATIONS AND WARRANTIES. Each Grantor jointly and
severally represents and warrants that:

                     (a) Such Grantor does not have any interest in, or title
to, any Patent, Trademark or Copyright except as set forth in Schedule I,
Schedule II and Schedule III, respectively, hereto.

                     (b) This Agreement is effective to create a valid and
continuing Lien on and, upon filing of this Agreement with the United States
Patent and Trademark Office and the United States Copyright Office and the
filing of appropriate financing statements in such Grantor's jurisdiction of
incorporation or organization, all action necessary or otherwise requested by
the Collateral Agent to protect and perfect the Collateral Agent's Lien on such
Grantor's Patents, Trademarks and Copyrights shall have been duly taken, and the
Collateral Agent's Lien is enforceable as such against all creditors or and
purchasers from such Grantor.


                                       3
<PAGE>
                     (c) No security agreement, financing statement or other
public notice with respect to all or any part of the Intellectual Property
Collateral is on file or of record in any public office, except such as have
been filed in favor of (i) the Collateral Agent for the benefit of the
Collateral Agent, the Secured Parties and the other Holders pursuant to this
Agreement or (ii) the Priority Lien Agent.

                     4. COVENANTS. Each Grantor jointly and severally covenants
and agrees with the Collateral Agent, for the benefit of the Collateral Agent
and the Secured Parties, that from and after the date hereof and until final
payment in full in cash of the Note Obligations:

                     (a) Such Grantor shall cooperate fully with the Collateral
Agent to ensure the prompt filing and recordation of this Agreement with the
United States Patent and Trademark Office and the United States Copyright Office
and in the states of such Grantor's incorporation or organization.

                     (b) Such Grantor shall notify the Collateral Agent
immediately if it knows that any application or registration relating to any
material Patent, Trademark or Copyright (now or hereafter existing) may become
abandoned or dedicated to the public, or of any adverse determination or
development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office,
the United States Copyright Office or any court) regarding such Grantor's
ownership of any material Patent, Trademark or Copyright, its right to register
the same, or to keep and maintain the same.

                     (c) In no event shall such Grantor, either directly or
through any agent, employee, licensee or designee, file an application for the
registration of any Patent, Trademark or Copyright with the United States Patent
and Trademark Office, the United States Copyright Office or any similar office
or agency without giving the Collateral Agent written notice thereof within at
least within thirty (30) Business Days after such filing, and, upon request of
the Collateral Agent, such Grantor shall execute and deliver a supplement hereto
(in form and substance satisfactory to the Collateral Agent) to evidence the
Collateral Agent's, Lien (subject to the Priority Lien) on such Patent,
Trademark or Copyright, and the General Intangibles (as defined in Article 9 of
the Uniform Commercial Code as in effect on the date hereof in the State of New
York) of such Grantor relating thereto or represented thereby.

                     (d) Such Grantor shall take all actions necessary or
requested by the Collateral Agent to maintain and pursue each application, to
obtain the relevant registration and to maintain the registration of each of the
Patents or Trademarks (now or hereafter existing), including the filing of
applications for renewal, affidavits of use, affidavits of noncontestability and
opposition and interference and cancellation proceedings and prompt payment of
maintenance or renewal fees.

                     (e) In the event that any of the Intellectual Property
Collateral is materially infringed upon, or misappropriated or diluted by any
Person, such Grantor shall notify the Collateral Agent promptly after such
Grantor learns thereof. Such Grantor shall, unless it shall reasonably determine


                                       4
<PAGE>
that such Intellectual Property Collateral is in no way material to the conduct
of its business or operations, promptly take such actions to enforce its rights
and protect such Intellectual Property Collateral, whether by action, suit,
proceeding or otherwise, as such Grantor shall deem necessary or appropriate
under the circumstances in its reasonable business judgment or as the Collateral
Agent may otherwise request.

                     (f) Such Grantor agrees that it will not take any action,
and will use best efforts not to permit any action to be taken by its employees,
agents, designees or licensees, or fail to take any action, which could
reasonably be expected to have a material adverse effect on the validity or
enforcement of the rights collaterally assigned to the Collateral Agent under
this Agreement or the rights associated with any Intellectual Property
Collateral.

                     (g) Such Grantor will keep and maintain at its own cost and
expense satisfactory and complete records of the Intellectual Property
Collateral. The Grantors will mark their books and records pertaining to the
Intellectual Property Collateral to evidence this Agreement and the security
interests granted hereby.

                     (h) Such Grantor will not create, incur or permit to exist,
will defend the Collateral Agent against, and will take such other action as is
necessary to remove any Lien or claim on or to the Intellectual Property
Collateral other than the Liens created hereby or any Permitted Liens. Such
Grantor will advise the Collateral Agent promptly of any Lien on any of the
Intellectual Property Collateral (other than any Permitted Lien).

                     (i) Such Grantor will pay and discharge or otherwise
satisfy at or before maturity, or before they become delinquent, as the case may
be, all taxes, assessments and governmental charges or levies imposed upon the
Intellectual Property Collateral or in respect of income or profits therefrom,
as well as all claims of any kind (including, without limitation, claims for
labor, materials and supplies) against or with respect to the Intellectual
Property Collateral.

                     (j) The Grantors hereby agree that when an Event of Default
has occurred and is continuing, the use by the Collateral Agent of the
Intellectual Property Collateral as authorized hereunder in connection with the
Collateral Agent's exercise of its rights and remedies under Section 10 hereof
or pursuant to Section 7 of the Security Agreement shall be coextensive with
such Grantor's rights thereunder and with respect thereto and without any
liability for royalties or other related charges from the Collateral Agent, to
such Grantor.

                     (k) Such Grantor agrees, except as provided in Section 4.10
of the Indenture, not to directly or indirectly sell, assign, transfer or
otherwise dispose of their respective interests in the Intellectual Property
Collateral without the prior and express written consent of the Collateral
Agent. From and after the occurrence and during the continuance of an Event of
Default and after the Senior Lien Satisfaction Date, such Grantor agrees that
the Collateral Agent, or a conservator appointed by the Collateral Agent, shall
have the right to establish such reasonable quality controls as the Collateral
Agent or such conservator, in its sole and absolute judgment, may deem necessary


                                       5
<PAGE>
to assure maintenance of the quality of inventory marketed by such Grantor under
the Intellectual Property Collateral or in connection with which such the
Intellectual Property Collateral is used.

                     5. SECURITY AGREEMENT. The security interests granted
pursuant to this Agreement are granted in conjunction with the security
interests granted to the Collateral Agent pursuant to the Security Agreement.
Each Grantor hereby acknowledges and affirms that the rights and remedies of the
Collateral Agent with respect to the security interest in the Intellectual
Property Collateral made and granted hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein.

                     6. REINSTATEMENT. This Agreement shall remain in full force
and effect and continue to be effective should any petition be filed by or
against any Grantor for liquidation or reorganization, should any Grantor become
insolvent or make an assignment for the benefit of any creditor or creditors or
should a receiver or trustee be appointed for all or any significant part of any
Grantor's assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Liabilities, or any
part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or
must otherwise be restored or returned by any obligee of the Liabilities,
whether as a "voidable preference," "fraudulent conveyance," or otherwise, all
as though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the
Liabilities shall be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.

                     7. NOTICES. Whenever it is provided herein that any notice,
demand, request, consent, approval, declaration or other communication shall or
may be given to or served upon any of the parties by any other party, or
whenever any of the parties desires to give or serve upon another any such
communication with respect to this Agreement, each such notice, demand, request,
consent, approval, declaration or other communication shall be in writing and
shall be addressed to the party to be notified at the address, and given in the
manner required by, Section 14.02 of the Indenture.

                     8. Collateral Agent's Right to Sue. From and after the
occurrence and during the continuance of an Event of Default, the Collateral
Agent shall have the right, but shall not be obligated, to bring suit in its own
name to enforce Intellectual Property Collateral and, if the Collateral Agent
shall commence any such suit, the Grantors shall, at the request of the
Collateral Agent, do any and all lawful acts and execute any and all proper
documents required by the Collateral Agent in aid of such enforcement. The
Grantors shall, upon demand, promptly reimburse the Collateral Agent for all
costs and expenses incurred by the Collateral Agent in the exercise of its
rights under this Section 8 (including, without limitation, reasonable fees and
expenses of attorneys and paralegals for the Collateral Agent).

                     9. THE COLLATERAL AGENT'S DUTY OF CARE.

                     (a) The Collateral Agent shall not be liable for any acts,
omissions, errors of judgment or mistakes of fact or law including, without


                                       6
<PAGE>
limitation, acts, omissions, errors or mistakes with respect to the Intellectual
Property Collateral, except for those arising out of or in connection with the
Collateral Agent's (i) gross negligence or willful misconduct, or (ii) failure
to use reasonable care with respect to the safe custody of the Intellectual
Property Collateral in the Collateral Agent's possession. Without limiting the
generality of the foregoing, the Collateral Agent shall be under no obligation
to take any steps necessary to preserve rights in the Intellectual Property
Collateral against any other parties but may do so at its option. All expenses
incurred in connection therewith shall be for the sole account of the Grantors,
and shall constitute part of the Liabilities secured hereby.

                     (b) No provision of this Agreement shall require the
Collateral Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. The Collateral Agent shall have no
duties or responsibilities except those expressly set forth in this Agreement or
the Indenture. The Collateral Agent shall not be liable for any delay or failure
to act as may be required hereunder when such delay or failure is due to any act
of God, interruption or other circumstances beyond its control provided it
exercises such diligence as the circumstances may reasonably require. The
Collateral Agent shall be entitled to rely on any communication, instrument,
paper or other document reasonably believed by it to be genuine and correct and
to have been signed or sent by the proper person. The Collateral Agent may
consult with, and obtain advice from, legal counsel as to the construction of
any of the provisions of this Agreement, and shall incur no liability in acting
in good faith in accordance with the reasonable advice of such counsel.

                     (c) The Collateral Agent shall not be deemed to have notice
of any Event of Default unless an officer of the Collateral Agent has actual
knowledge thereof or unless written notice of any such Event of Default is
received by the Collateral Agent at the office of the Collateral Agent specified
in or pursuant to Section 14.02 of the Indenture.

                     10. ADDITIONAL PROVISIONS RELATING TO THE COLLATERAL AGENT.

                     (a) Any corporation, bank, trust company or association
into which the Collateral Agent may be merged or converted or with which it may
be consolidated, or any corporation, bank, trust company or association
resulting from any merger, conversion or consolidation to which the Collateral
Agent shall be a party, or any corporation, bank, trust company or association
succeeding to all or substantially all the corporate trust business of the
Collateral Agent, shall be the successor of the Collateral Agent hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

                     Any resignation or removal of the Collateral Agent as
Trustee under the Indenture in accordance with the provisions thereof shall
result in a resignation or removal of the Collateral Agent hereunder. The
provisions of Section 7.08 of the Indenture with respect to replacement of the
Trustee shall be applicable to the replacement of the Collateral Agent.

                     11. Power of Attorney. Each of the Grantors agrees, upon
the request of the Collateral Agent and promptly following such request, to take
any action and execute any instrument which the Collateral Agent may deem


                                       7
<PAGE>
necessary or advisable to accomplish the purposes of this Agreement. Each of the
Grantors hereby irrevocably designates, constitutes and appoints the Collateral
Agent (and all Persons designated by the Collateral Agent in its sole and
absolute discretion) with full power of substitution, as such Grantor's true and
lawful attorney-in-fact, with full power and authority in the name of such
Grantor, or in its own name, from time to time in the Collateral Agent's
discretion upon the occurrence and during the continuance of an Event of
Default, for the purpose of carrying out the terms of this Agreement, to take
any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes
hereof and, without limiting the generality of the foregoing, hereby give the
Collateral Agent the power and right on behalf of such Grantor, without notice
or assent by such Grantor, to the extent permitted by applicable law, to (i)
endorse such Grantor's name on all applications, documents, papers and
instruments necessary or desirable for the Collateral Agent in the use,
prosecution or protection of the Intellectual Property Collateral, (ii) assign,
pledge, convey or otherwise transfer title in or dispose of the Intellectual
Property Collateral to anyone on commercially reasonable terms (but subject to
the terms thereof), (iii) grant or issue any exclusive or nonexclusive license
under the Intellectual Property Collateral (not to conflict with any existing
license) or under the licenses, to anyone on commercially reasonable terms (but
only, in the case of licenses, to the extent permitted under such licenses), and
(iv) take any other actions with respect to the Intellectual Property Collateral
or, to the extent permitted, the licenses as the Collateral Agent deems in its
own best interest or in the best interest of the Secured Parties. Each of the
Grantors hereby ratifies all that such attorney shall lawfully do or, to the
extent permitted, cause to be done by virtue hereof. This power of attorney is
coupled with an interest and shall be irrevocable until all of the Liabilities
shall have been paid in full in cash and the Indenture shall have been
terminated. Each of the Grantors acknowledges and agrees that this Agreement is
not intended to limit or restrict in any way the rights and remedies of the
Collateral Agent, the Secured Parties under the Note Documents, but rather is
intended to facilitate the exercise of such rights and remedies.

                     12. Event of Default; Cumulative Remedies. The Collateral
Agent shall have, in addition to all other rights and remedies given it by the
terms of this Agreement, all rights and remedies allowed by law and the rights
and remedies of a secured party under the Uniform Commercial Code as enacted in
any jurisdiction in which the Intellectual Property Collateral may be located or
deemed located. Subject to the Intercreditor Agreement, upon the occurrence and
during the continuance of an Event of Default, each of the Grantors agrees to
assign, convey and otherwise transfer title in and to the Intellectual Property
Collateral to the Collateral Agent or any transferee of the Collateral Agent and
to execute and deliver to the Collateral Agent or any such transferee all such
agreements, documents and instruments as may be necessary, in the Collateral
Agent's sole discretion exercised in a commercially reasonable manner, to effect
such assignment, conveyance and transfer. All of the Collateral Agent's rights
and remedies with respect to the Intellectual Property Collateral, whether
established hereby, by the Security Agreement, by any other agreements or by
law, shall be cumulative and may be exercised separately or concurrently.
Notwithstanding anything set forth herein to the contrary, subject to the
Intercreditor Agreement, it is hereby expressly agreed that upon the occurrence
and during the continuance of an Event of Default, the Collateral Agent may
exercise any of the rights and remedies provided in this Agreement, the Security
Agreement and any of the other Note Documents, including, but not limited to,
the right to sell, transfer or otherwise dispose of any and all finished goods


                                       8
<PAGE>
inventory bearing the Trademarks, Patents or Copyrights in any manner determined
solely by the Collateral Agent. Each of the Grantors agree that any notification
of intended disposition of any of the Intellectual Property Collateral required
by law shall be deemed reasonably and properly given if given at least ten (10)
Business Days before such disposition. Each of the Grantors hereby agree that
they shall have no right to satisfy the Collateral Agent's rights to equitable
remedies by the payment of money damages, and nothing contained in this
Agreement will restrict the Collateral Agent's rights to obtain equitable
remedies for breaches of this Agreement. To the extent permitted by applicable
law, each of the Grantors waives all claims, damages, and demands it may acquire
against the Collateral Agent arising out of the lawful exercise by it of its
rights hereunder.

                     13. ADDITIONAL GRANTORS. The initial Grantors hereunder
shall be the signatories hereto on the date hereof. From time to time subsequent
to the date hereof, additional Grantors may become parties hereto as additional
Grantors (each, an "Additional Grantor"), by executing a counterpart of this
Agreement substantially in the form of Exhibit A attached hereto. Upon delivery
of any such counterpart to the Collateral Agent, notice of which is hereby
waived by each of the Grantors, each Additional Grantor shall be a Grantor and
shall be as fully a party hereto as if such Additional Grantor were an original
signatory hereto. Each Grantor expressly agrees that its obligations arising
hereunder shall not be affected or diminished by the addition or release of any
other Grantor hereunder nor by any election of the Collateral Agent not to cause
any Grantor to become an Additional Grantor hereunder. This Agreement shall be
fully effective as to any Grantor that is or becomes a party hereto regardless
of whether any other Person becomes or fails to become or ceases to be a Grantor
hereunder.

                     14. TERMINATION. The security interest granted by each of
the Grantors under this Agreement shall terminate against all the Intellectual
Property Collateral upon final payment in full in cash of the Liabilities. Upon
such termination and at the written request of each of the Grantors or its
successors or assigns, and at the cost and expense of each of the Grantors or
its successors or assigns, the Collateral Agent shall execute in a timely manner
a satisfaction of this Agreement and such instruments, documents or agreements
as are necessary or desirable to terminate and remove of record any documents
constituting public notice of this Agreement and the security interests and
assignments granted hereunder.

                     15. NO STRICT CONSTRUCTION. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.

                     16. ADVICE OF COUNSEL. Each of the parties represents to
each other party hereto that it has discussed this Agreement with its counsel.

                     17. INTERCREDITOR AGREEMENT. Until the Senior Lien
Satisfaction Date, this Agreement shall be subject to the terms of the
Intercreditor Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       9
<PAGE>
                     IN WITNESS WHEREOF, each of the Grantors has caused
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.

                                 BARNEY'S, INC.
                                 BARNEYS AMERICA, INC.
                                 BARNEYS (CA) LEASE CORP.
                                 BARNEYS (NY) LEASE CORP.
                                 BASCO ALL-AMERICAN SPORTSWEAR    CORP.
                                 BNY LICENSING CORP.
                                 BARNEYS AMERICA (CHICAGO) LEASE    CORP.


                                 By    /s/ STEVEN M. FELDMAN
                                   ---------------------------------------------
                                   Name:  Steven M. Feldman
                                   Title: Executive Vice President and
                                          Chief Financial Officer


                                 WILMINGTON TRUST COMPANY, as Collateral Agent


                                 By    /s/ JAMES D. NESCI
                                   ---------------------------------------------
                                 Name:   James D. Nesci
                                 Title:  Authorized Signer


<PAGE>
                           ACKNOWLEDGMENT OF GRANTORS



STATE OF NEW YORK    )
                     )
KINGS COUNTY         )

           On this 1st day of April, 2003 before me personally appeared Steven
M. Feldman, proved to me on the basis of satisfactory evidence to be the person
who executed the foregoing instrument on behalf Barney's, Inc., Barneys America,
Inc., Barneys (CA) Lease Corp., Barneys (NY) Lease Corp., Basco All-American
Sportswear Corp., BNY Licensing Corp., and Barneys America (Chicago) Lease
Corp., who being by me duly sworn did depose and say that he is an authorized
officer of said corporation, that the said instrument was signed on behalf of
said corporation as authorized by Board of Directors and that he acknowledged
said instrument to be the free act and deed of said corporation.

                                                     /s/ KEVIN KEENAN
                                                     ---------------------------
                                                     Notary Public
{seal}