EXHIBIT 4.11

                                PLEDGE AGREEMENT

                     This PLEDGE AGREEMENT, dated as of April 1, 2003 (this
"Agreement"), is executed by and among (a) BARNEYS NEW YORK, INC., a Delaware
corporation (the "Pledgor"), and (b) 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).

                                   WITNESSETH:

                     (1) Barney's, Inc. ("Barneys") issued the Notes referred to
below 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 Guarantors named therein and Wilmington
Trust Company, as trustee (in such capacity, the "Trustee"), pursuant to which
the Pledgor has guaranteed the payment of all of the principal of and interest
and premium and Liquidated Damages, if any, on Barneys' 9.00% Senior Secured
Notes due 2008 (the "Notes");

                     (2) The Pledgor owns (a) the issued and outstanding equity
interests set forth on Exhibit A attached hereto and made a part hereof (the
"Equity Interests") and (b) the promissory notes and instruments listed on
Exhibit B attached hereto and made a part hereof;

                     (3) The Pledgor is required to execute and deliver this
Agreement pursuant to the Indenture.

                     NOW, THEREFORE, for and in consideration of the foregoing
and of any financial accommodations or extensions of credit heretofore, now or
hereafter made to or for the benefit of the Secured Parties pursuant to the
Indenture or any other agreement, instrument or document executed pursuant to or
in connection therewith, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Pledgor and the
Collateral Agent hereby agree as follows:

                     1. Defined Terms. Unless otherwise defined herein, each
capitalized term used herein that is defined in the Indenture shall have the
meaning specified for such term in the Indenture. Unless otherwise defined
herein or in the Indenture, terms used in Article 8 or Article 9 of the Uniform
Commercial Code as in effect from time to time in the State of New York are used
herein as therein defined. In addition as used herein, the following terms shall
have the following meanings:

                     "Accommodation Obligations" means any Contractual
Obligation, contingent or otherwise, of one Person with respect to any
Indebtedness, obligation or liability of another, if the primary purpose or
intent thereof by the Person incurring the Accommodation Obligation is to
provide assurance to the obligee of such Indebtedness, obligation or liability
of another that such Indebtedness, obligation or liability shall be paid or
discharged, or that any agreements relating thereto shall be complied with, or
that the holders thereof shall be protected (in whole or in part) against loss
in respect thereof including, without limitation, direct and indirect
guarantees, endorsements (except for collection or deposit in the ordinary
course of business), notes co-made or discounted, recourse agreements,
take-or-pay agreements, keep-well agreements, agreements to purchase security

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therefore (other than such agreements to purchase in the ordinary course of
business) or to provide funds for the payment or discharge thereof, agreements
to maintain solvency, assets, level of income, or other financial condition, and
agreements to make payment other than for value received.

                     "Barneys Group" means Barneys and each of its Subsidiaries.

                     "Capital Leases" means, as applied to any Person, any lease
of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with generally accepted accounting principles, is accounted
for as a capital lease on the balance sheet of that Person.

                     "Contractual Obligation" means, as applied to any Person,
any provision of any Securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement, guaranty,
contract, undertaking, agreement or instrument to which that Person is a party
or by which it or any of its properties is bound, or to which it or any of its
properties is subject.

                     "Credit Agreement" means the Credit Agreement, dated as of
July 15, 2002, among Barneys, the other Guarantors, Pledgor, the Priority Lien
Agent and the lenders from time to time party thereto (as such Credit Agreement
may be amended, restated, supplemented or otherwise modified from time to time,
including, without limitation, by the restated credit agreement dated as of the
date hereof).

                     "Indebtedness" means, as applied to any Person, at any
time, (a) all indebtedness, obligations or other liabilities of such Person (i)
for borrowed money or evidenced by debt securities, debentures, acceptances,
notes or other similar instruments, and any accrued interest, fees and charges
relating thereto, (ii) under profit payment agreements or in respect of
obligations to redeem, repurchase or exchange any Securities of such Person or
to pay dividends in respect of any stock, (iii) with respect to letters of
credit issued for such Person's account, (iv) to pay the deferred purchase price
of property or services, except accounts payable and accrued expenses arising in
the ordinary course of business, (v) in respect of Capital Leases, or (vi) which
are Accommodation Obligations (other than obligations pursuant to the Tax
Sharing Agreement to pay taxes, assessments, fees and other governmental charges
with respect to any member of the Barneys Group or Pledgor); (b) all
indebtedness, obligations or other liabilities of others secured by a Lien on
any property of such Person, whether or not such indebtedness, obligations or
liabilities are assumed by such Person, all as of such time, (c) all
indebtedness, obligations or other liabilities of such Person in respect of
Interest Rate Contracts and foreign exchange agreements, net of liabilities owed
to such Person by the counterparties thereon; (d) all contingent Contractual
Obligations with respect to any of the foregoing.

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


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                     "Interest Rate Contracts" means interest rate exchange,
swap, collar or cap or similar interest rate protection.

                     "Secured Parties" 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.

                     "Tax Sharing Agreement" means the written agreement among
Pledgor and the members of the Barneys Group, in form and substance reasonably
satisfactory to the Priority Lien Agent, for the allocation and payment of tax
liabilities and the payment for tax benefits with respect to a consolidated,
combined or unitary tax return which tax return includes Pledgor and any
Subsidiary.

                     2. Pledge. The Pledgor hereby pledges to the Collateral
Agent, for the benefit of the Secured Parties, and grants to the Collateral
Agent for the benefit of the Secured Parties, a security interest in, the
following (collectively, the "Pledged Collateral"):

                     (a) All of the right, title and interest of the Pledgor in
the Equity Interests, whether now existing or hereafter arising, and the
certificates representing the shares of such capital stock (such now-existing
shares being identified on Exhibit A attached hereto and made a part hereof),
all options and warrants for the purchase of additional equity interests now or
hereafter held in the name of the Pledgor (all of said Equity Interests, options
and warrants and all capital stock held in the name of the Pledgor as a result
of the exercise of such options or warrants being hereinafter collectively
referred to as the "Pledged Stock"), herewith delivered to the Collateral Agent,
accompanied by stock powers in the form of Exhibit C attached hereto and made a
part hereof duly executed in blank, and all dividends, distributions, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of, or in exchange for, any or all of the
Pledged Stock; provided, however, that prior to the Senior Lien Satisfaction
Date, such delivery shall be made to the Priority Lien Agent for the benefit of
the Collateral Agent;

                     (b) All additional equity interests from time to time
acquired by the Pledgor in any manner, and the certificates representing such
additional equity interests (any such additional equity interests shall
constitute part of the Pledged Stock and the Collateral Agent is irrevocably
authorized to amend Exhibit A from time to time to reflect such additional
equity interests), and all options, warrants, dividends, distributions, cash,
instruments and other rights and options from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such
equity interests;

                     (c) the Indebtedness evidenced by the promissory notes and
instruments listed on Exhibit B attached hereto (the "Pledged Indebtedness"),
and the promissory notes or instruments evidencing the Pledged Indebtedness, and
all interest, cash, instruments and other property and assets from time to time
received, receivable or otherwise distributed in respect of the Pledged
Indebtedness;


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                     (d) all additional Indebtedness arising after the date
hereof and owing to the Pledgor and evidenced by promissory notes or other
instruments, together with such promissory notes and instruments, and all
interest, cash, instruments and other property and assets from time to time
received, receivable or otherwise distributed in respect of that Pledged
Indebtedness;

                     (e) The property and interests in property described in
Section 5 below; and

                     (f) All proceeds of the foregoing.

                     3. Security for Liabilities. The Pledged Collateral secures
the prompt payment, performance and observance of (i) the payment of all of the
principal of and interest and premium and Liquidated Damages, if any, on the
Notes, (ii) all other Note Obligations and (iii) all obligations of the Pledgor
under this Agreement (all such obligations referred to in clauses (i), (ii) and
(iii) now or hereafter existing being hereinafter collectively referred to as
the "Liabilities").

                     4. Delivery of Pledged Collateral; Registration and
Acknowledgments. All certificates, promissory notes and instruments representing
or evidencing the Pledged Collateral, if any, shall be delivered to and held by
or on behalf of the Collateral Agent, pursuant hereto and shall be in suitable
form for transfer by delivery and shall be accompanied by duly executed
instruments of transfer, powers, or assignments in blank as appropriate (such
instruments of transfer, powers, or assignments in blank, being the "Powers"),
all in form and substance satisfactory to the Collateral Agent; provided,
however, that prior to the Senior Lien Satisfaction Date, such delivery shall be
made to the Priority Lien Agent for the benefit of the Collateral Agent. After
the occurrence and during the continuance of an Event of Default, the Collateral
Agent shall have the right, at any time in its discretion and without notice to
the Pledgor, to transfer to or to register in the name of the Collateral Agent
or any of its nominees any or all of the Pledged Collateral, subject only to the
revocable rights specified in Sections 8 and 9. In addition, the Collateral
Agent shall have the right at any time to exchange certificates or instruments
representing or evidencing Pledged Collateral for certificates or instruments of
smaller or larger denominations.

                     5. Pledged Collateral Adjustments. If, during the term of
this Agreement:

                    (a) Any stock dividend, reclassification, readjustment or
               other change is declared or made in the capital structure of any
               issuer of the Pledged Stock, or any option included within the
               Pledged Collateral is exercised, or both, or

                    (b) Any subscription warrants, shares, or any other rights
               or options shall be issued in connection with the Pledged
               Collateral,

then all new, substituted and additional shares, warrants, shares, rights,
options or other securities, issued by reason of any of the foregoing, shall be
immediately delivered to and held by the Collateral Agent, under the terms of
this Agreement and shall constitute Pledged Collateral hereunder; provided,
however, that prior to the Senior Lien Satisfaction Date, such delivery shall be
made to the Priority Lien Agent for the benefit of the Collateral Agent;
provided, further, however, that nothing contained in this Section 5 shall be


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deemed to permit any distribution, issuance of additional shares, warrants,
shares, rights or options, reclassification, readjustment or other change in the
capital structure which is not expressly permitted in the Indenture nor to
prohibit any such distribution, issuance of additional equity interests,
warrants, shares, rights or options, reclassification, readjustment or other
change in the capital structure of such issuer which is expressly permitted in
the Indenture.

                     6. Subsequent Changes Affecting Pledged Collateral. The
Pledgor represents and warrants that it has made its own arrangements for
keeping itself informed of changes or potential changes affecting the Pledged
Collateral (including, but not limited to, rights to convert, rights to
subscribe, payment of distributions, reorganization or other exchanges, offers
to purchase and voting rights), and the Pledgor agrees that none of the
Collateral Agent or any of the Secured Parties shall have any obligation to
inform the Pledgor of any such changes or potential changes or to take any
action or omit to take any action with respect thereto. The Collateral Agent
may, after the occurrence and during the continuance of an Event of Default,
without notice and at its option, transfer or register the Pledged Collateral or
any part thereof into its or its nominee's name with or without any indication
that such Pledged Collateral is subject to the security interest hereunder.

                     7. Representations and Warranties. The Pledgor represents
and warrants as follows:

                    (a) (i) The Pledgor is the sole legal and beneficial owner
               of the Equity Interests set forth opposite its name on Exhibit A
               attached hereto and made a part hereof, free and clear of any
               Lien except for the Lien created by this Agreement and Permitted
               Liens, and (ii) such Pledgor is and at the time of delivery of
               the Pledged Indebtedness to the Collateral Agent will be, the
               sole owner of the Pledged Indebtedness set forth opposite its
               name on Exhibit B attached hereto and made a part hereof free and
               clear of any Lien thereon or affecting title thereto, except for
               any Lien created by this Agreement and Permitted Liens;

                    (b) (i) All of the Pledged Stock has been duly authorized,
               validly issued and is fully paid and non-assessable, and (ii) the
               Pledged Indebtedness has been duly authorized, authenticated or
               issued and delivered by, and is the legal, valid and binding
               obligations of, the Pledgor, and the Pledgor is not in default
               thereunder;

                    (c) All of the Pledged Stock is presently represented by the
               certificates listed on Exhibit A hereto. As of the date hereof,
               there are no existing options, warrants, calls or commitments of
               any character whatsoever relating to the Pledged Stock;

                    (d) The Pledgor has full power and authority to enter into
               this Agreement;

                    (e) There are no restrictions upon the voting rights
               associated with, or upon the transfer of, any of the Pledged
               Collateral except pursuant to the Securities Act and the Pledge
               Agreement, dated July 15, 2002, by and between the Pledgor and
               the Priority Lien Agent;


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                    (f) The Pledgor has the right to vote, pledge, assign and
               grant a security interest in or otherwise transfer such Pledged
               Collateral free of any Liens, except as set forth in paragraph
               (e) above;

                    (g) No authorization, approval, or other action by, and no
               notice to or filing with, any Governmental Authority is required
               either (i) for the pledge of the Pledged Collateral pursuant to
               this Agreement or for the execution, delivery or performance of
               this Agreement by the Pledgor or (ii) for the exercise by the
               Collateral Agent of the voting or other rights provided for in
               this Agreement or the remedies in respect of the Pledged
               Collateral pursuant to this Agreement (except as may be required
               in connection with such disposition by laws affecting the
               offering and sale of securities generally);

                    (h) The pledge of the Pledged Collateral pursuant to this
               Agreement, together with the delivery of the stock certificates,
               promissory notes and other instruments pertaining thereto to the
               Collateral Agent, or, prior to the Senior Lien Satisfaction Date,
               delivery to the Priority Lien Agent for the benefit of the
               Collateral Agent, creates a valid and perfected second priority
               security interest in the Pledged Collateral, in favor of the
               Collateral Agent for the benefit of the Secured Parties, securing
               the payment and performance of the Liabilities;

                    (i) This Agreement has been duly executed and delivered by
               and on behalf of the Pledgor and constitutes the legal, valid and
               binding obligation of the Pledgor, enforceable against the
               Pledgor in accordance with its terms;

                    (j) There is no action, suit, proceeding, governmental
               investigation or arbitration, at law or in equity, or before or
               by any Governmental Authority, pending, or to the knowledge of
               the Pledgor, threatened against the Pledgor or any of its
               property which will materially and adversely affect the ability
               of the Pledgor to perform its obligations under this Agreement;

                    (k) The Pledgor (i) is a corporation duly formed, validly
               existing and in good standing and is duly qualified to do
               business under the laws of the State of Delaware and (ii) has all
               requisite corporate power and authority to own, operate and
               encumber its property and assets and to conduct its business as
               presently conducted and as proposed to be conducted in connection
               with and following the consummation of the transactions
               contemplated by this Agreement, the Indenture or any of the other
               Security Documents;

                    (l) The execution, delivery and performance of this
               Agreement by the Pledgor (i) does not violate any indenture,
               mortgage, or any other agreement to which the Pledgor is a party
               or by which any of its properties or assets may be bound; (ii)
               complies with all corporate organization documents of the
               Pledgor; and (iii) does not violate any restriction on such
               transfer or encumbrance of the Pledged Collateral;

                    (m) The Powers are effective endorsements duly executed by
               an appropriate person and give the Collateral Agent the authority
               they purport to confer; and

                    (n) The Pledged Stock constitutes one hundred percent (100%)
               of the issued and outstanding shares of Equity Interests of each
               issuer thereof.


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                     8. Voting Rights. During the term of this Agreement, and
except as provided in this Section 8 below, the Pledgor shall have the right to
vote the Pledged Stock on all corporate questions in a manner not inconsistent
with the terms of this Agreement, the Indenture and the other Security
Documents; provided, however, that no vote shall be cast, and no consent shall
be given or action taken, which would have the effect of impairing the position
or interest of the Collateral Agent in respect of the Pledged Collateral or
which would authorize, effect or consent to (unless and to the extent expressly
permitted by the Indenture) (i) the dissolution or liquidation, in whole or in
part, of an issuer of Pledged Stock or Pledged Indebtedness (a "Pledged
Entity"); (ii) the consolidation or merger of a Pledged Entity with any other
Person; (iii) the sale, disposition or encumbrance of all or substantially all
of the assets of a Pledged Entity, except for Liens in favor of the Collateral
Agent and Permitted Liens; (iv) any change in the authorized number of shares,
the stated capital or the authorized share capital of a Pledged Entity or the
issuance of any additional shares of its Equity Interests; or (v) the alteration
of the voting rights with respect to the Equity Interests of a Pledged Entity.
After the occurrence and during the continuation of an Event of Default, subject
to the Intercreditor Agreement, the Collateral Agent shall, at the Collateral
Agent's option and following written notice from the Collateral Agent to the
Pledgor, exercise all voting rights pertaining to the Pledged Collateral,
including the right to take action by shareholder consent.

                     9. Dividends and Other Distributions.(a) (a) So long as no
Event of Default shall have occurred and be continuing:

                    (i) The Pledgor shall be entitled to receive and retain any
               and all dividends, interest and distributions paid in respect of
               the Pledged Collateral, notwithstanding such dividends, interest
               and distributions being subject to the pledge and assignment
               thereof pursuant to Section 2; provided, however, that any and
               all

                         (A) dividends, interest and distributions paid or
                    payable other than in cash with respect to, and instruments
                    and other property received, receivable or otherwise
                    distributed with respect to, or in exchange for, any of the
                    Pledged Collateral;

                         (B) dividends and other distributions paid or payable
                    in cash with respect to any of the Pledged Collateral on
                    account of a partial or total liquidation or dissolution or
                    in connection with a reduction of capital, capital surplus
                    or paid-in surplus; and

                         (C) cash paid, payable or otherwise distributed with
                    respect to principal of, or in redemption of, or in exchange
                    for, any of the Pledged Collateral;

               shall be Pledged Collateral, and shall be forthwith delivered to
          the Collateral Agent, or, prior to the Senior Lien Satisfaction Date,
          delivery to the Priority Lien Agent for the benefit of the Collateral
          Agent, to hold, for the benefit of the Secured Parties, as Pledged
          Collateral and shall, if received by any Pledgor, be received in trust
          for the Collateral Agent, for the benefit of the Secured Parties, or,
          prior to the Senior Lien Satisfaction Date, delivery to the Priority
          Lien Agent for the benefit of the Collateral Agent, for the benefit of


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          the holders of the Priority Lien Obligations and the Secured Parties
          be segregated from the other property or funds of such Pledgor, and be
          delivered immediately to the Collateral Agent or, prior to the Senior
          Lien Satisfaction Date, delivery to the Priority Lien Agent for the
          benefit of the Collateral Agent, as Pledged Collateral in the same
          form as so received (with any necessary endorsement); and

                    (ii) The Collateral Agent shall execute and deliver (or
               cause to be executed and delivered) to the Pledgor all such
               proxies and other instruments as the Pledgor may reasonably
               request for the purpose of enabling the Pledgor to receive the
               dividends or interest payments which it is authorized to receive
               and retain pursuant to clause (i) above.

                     (b) After the occurrence and during the continuation of an
Event of Default:

                    (i) All rights of the Pledgor to receive the dividends,
               interest payments and other distributions which it would
               otherwise be authorized to receive and retain pursuant to Section
               8(a)(i) hereof shall cease, and all such rights shall thereupon
               become vested in the Collateral Agent, for the benefit of the
               Secured Parties (or prior to the Senior Lien Satisfaction Date,
               in the Priority Lien Agent for the benefit of the Collateral
               Agent), which shall thereupon have the sole right to receive and
               hold as Pledged Collateral such dividends, interest payments and
               other distributions;

                    (ii) All dividends, interest payments and other
               distributions which are received by the Pledgor contrary to the
               provisions of clause (i) of this Section 8(b) shall be received
               in trust for the Collateral Agent, for the benefit of the Secured
               Parties, or, prior to the Senior Lien Satisfaction Date, for the
               Priority Lien Agent for the benefit of the Collateral Agent and
               for the benefit of the holders of the Priority Lien Obligations
               and the Secured Parties, shall be segregated from other funds of
               the Pledgor and shall be paid over immediately to the Collateral
               Agent or the Priority Lien Agent, as applicable, as Pledged
               Collateral in the same form as so received (with any necessary
               endorsements);

                    (iii) The Pledgor shall, upon the reasonable request of the
               Collateral Agent, at the Pledgor's expense, execute and deliver,
               and cause the issuer of the Pledged Stock and its officers and
               directors to execute and deliver, all such instruments and
               documents, and do or cause to be done all such other acts and
               things, as may be necessary or, in the opinion of the Collateral
               Agent, the Pledgor or its or their counsel, advisable to register
               the applicable Pledged Collateral under the provisions of the
               Securities Act, and to exercise its best efforts to cause the
               registration statement relating thereto to become effective and
               to remain effective for such period as prospectuses are required
               by law to be furnished, and to make all amendments and
               supplements thereto and to the related prospectus which, in the
               opinion of the Collateral Agent, the Pledgor or their respective
               counsel, are necessary or advisable, all in conformity with the
               requirements of the Securities Act and the rules and regulations
               of the Commission applicable thereto;

                    (iv) The Pledgor shall, upon the reasonable request of the
               Collateral Agent, at the Pledgor's expense, use its best efforts


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               to qualify the Pledged Collateral under state securities or "Blue
               Sky" laws and to obtain all necessary governmental approvals for
               the sale of the Pledged Collateral, as requested by the
               Collateral Agent;

                    (v) The Pledgor shall, upon the reasonable request of the
               Collateral Agent, at the Pledgor's expense, cause the issuers of
               the Pledged Stock to make available to the holders of its
               securities, as soon as practicable, earnings statements which
               will satisfy the provisions of Section 11(a) of the Securities
               Act; and

                    (vi) The Pledgor shall, upon the reasonable request of the
               Collateral Agent, at the Pledgor's expense, do or cause to be
               done all such other acts and things as may be necessary to make
               such sale of the Pledged Collateral or any part thereof valid and
               binding and in compliance with applicable law.

The Pledgor will reimburse the Collateral Agent for all expenses incurred by the
Collateral Agent, including, without limitation, reasonable attorneys' and
accountants' fees and expenses in connection with the foregoing. Upon or at any
time after the occurrence and during the continuation of an Event of Default, if
the Collateral Agent determines that, prior to any public offering of any
securities constituting part of the Pledged Collateral, such securities should
be registered under the Securities Act and/or registered or qualified under any
other federal or state law and such registration and/or qualification is not
practicable, then the Pledgor agrees that it will be commercially reasonable if
a private sale, upon at least ten (10) Business Days' notice to the Pledgor, is
arranged so as to avoid a public offering, even though the sales price
established and/or obtained at such private sale may be substantially less than
prices which could have been obtained for such security on any market or
exchange or in any other public sale.

                     10. Transfers and other Liens. Other than as permitted
under the Indenture, the Pledgor agrees that it will not (i) sell, transfer or
otherwise dispose of, or grant any option with respect to, any of the Pledged
Collateral without the prior written consent of the Collateral Agent, or (ii)
create or permit to exist any Lien upon or with respect to any of the Pledged
Collateral (except for the security interest under this Agreement and the
Permitted Liens).

                     11. Defense of Title. The Pledgor will defend the title to
the Pledged Collateral and the Liens of the Collateral Agent in the Pledged
Collateral against the claim of any Person (other than Permitted Liens) and will
maintain and preserve such Liens, except with respect to Permitted Liens.

                     12. Additional Equity Interests, Notes and Instruments. The
Pledgor will, upon obtaining ownership of any additional Equity Interests or
promissory notes or instruments otherwise required to be pledged to the
Collateral Agent pursuant to any of the Security Documents, which Equity
Interests, notes or instruments are not already Pledged Collateral, promptly
(and in any event within three (3) Business Days) deliver to the Collateral
Agent an amendment to this Agreement, duly executed by the Pledgor and in form
and substance satisfactory to the Collateral Agent, in respect of any such
additional Equity Interests, notes or instruments, pursuant to which the Pledgor
shall pledge to the Collateral Agent all of such additional Equity Interests,
notes and instruments. The Pledgor hereby authorizes the Collateral Agent to
attach such amendment to this Agreement and agrees that all Pledged Stock and


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Pledged Indebtedness listed on any such amendment delivered to the Collateral
Agent shall for all purposes hereunder be considered Pledged Collateral.

                     13. Remedies.(a) (a) The Collateral Agent shall have, in
addition to any other rights given under this Agreement or by law, all of the
rights and remedies with respect to the Pledged Collateral of a secured party
under the Uniform Commercial Code as in effect in the State of New York (the
"UCC"). In addition, after the occurrence and during the continuation of an
Event of Default, subject to the Intercreditor Agreement, the Collateral Agent
shall have such powers of sale and other powers as may be conferred by
applicable law. Subject to the Intercreditor Agreement, with respect to the
Pledged Collateral or any part thereof which shall then be in or shall
thereafter come into the possession or custody of the Collateral Agent or which
the Collateral Agent shall otherwise have the ability to transfer under
applicable law, the Collateral Agent may, in its sole discretion, without notice
except as specified below, after the occurrence and during the continuation of
an Event of Default, sell or cause the same to be sold at any exchange, broker's
board or at public or private sale, in one or more sales or lots, at such price
as the Collateral Agent may deem best, for cash or on credit or for future
delivery, without assumption of any credit risk, and the purchaser of any or all
of the Pledged Collateral so sold shall thereafter own the same, absolutely free
from any claim, encumbrance or right of any kind whatsoever. The Collateral
Agent or any Secured Parties may, in its own name, or in the name of a designee
or nominee, buy the Pledged Collateral at any public sale and, if permitted by
applicable law, buy the Pledged Collateral at any private sale. The Pledgor
agrees to pay to the Collateral Agent all reasonable expenses (including,
without limitation, court costs and reasonable attorneys' and paralegals' fees
and expenses) of, or incident to, the enforcement of any of the provisions
hereof. The Collateral Agent agrees to distribute any proceeds of the sale of
the Pledged Collateral in accordance with the Indenture and the Pledgor shall
remain liable for any deficiency following the sale of the Pledged Collateral.

                     (b) Unless any of the Pledged Collateral threatens to
decline speedily in value or is or becomes of a type sold on a recognized
market, the Collateral Agent will give the Pledgor reasonable notice of the time
and place of any public sale thereof, or of the time after which any private
sale or other intended disposition is to be made. Any sale of the Pledged
Collateral conducted in conformity with reasonable commercial practices of
banks, commercial finance companies, insurance companies or other financial
institutions disposing of property similar to the Pledged Collateral shall be
deemed to be commercially reasonable. Notwithstanding any provision to the
contrary contained herein, the Pledgor agrees that any requirements of
reasonable notice shall be met if such notice is received by the Pledgor as
provided in Section 28 below at least ten (10) Business Days before the time of
the sale or disposition. Any other requirement of notice, demand or
advertisement for sale is waived, to the extent permitted by law.

                     (c) In view of the fact that federal and state securities
laws may impose certain restrictions on the method by which a sale of the
Pledged Collateral may be effected after an Event of Default, the Pledgor agrees
that after the occurrence and during the continuation of an Event of Default,
the Collateral Agent may, from time to time, attempt to sell all or any part of
the Pledged Collateral by means of a private placement restricting the bidders
and prospective purchasers to those who are qualified and will represent and
agree that they are purchasing for investment only and not for distribution. In


                                       10
<PAGE>
so doing, the Collateral Agent may solicit offers to buy the Pledged Collateral,
or any part of it, from a limited number of investors deemed by the Collateral
Agent, in its reasonable judgment, to be financially responsible parties who
might be interested in purchasing the Pledged Collateral. If the Collateral
Agent solicits such offers from not less than four (4) such investors, then the
acceptance by the Collateral Agent of the highest offer obtained therefrom shall
be deemed to be a commercially reasonable method of disposing of such Pledged
Collateral; provided, however, that this Section does not impose a requirement
that the Collateral Agent solicit offers from four or more investors in order
for the sale to be commercially reasonable.

                     (d) The Pledgor agrees to the maximum extent permitted by
applicable law that following the occurrence and during the continuance of an
Event of Default it will not at any time plead, claim or take the benefit of any
appraisal, valuation, stay, extension, moratorium or redemption law now or
hereafter in force in order to prevent or delay the enforcement of this
Agreement, or the absolute sale of the whole or any part of the Pledged
Collateral or the possession thereof by any purchaser at any sale hereunder, and
the Pledgor waives the benefit of all such laws to the extent it lawfully may do
so. The Pledgor agrees that it will not interfere with any right, power and
remedy of Collateral Agent provided for in this Agreement or now or hereafter
existing at law or in equity or by statute or otherwise, or the exercise or
beginning of the exercise by Collateral Agent of any one or more of such rights,
powers or remedies. No failure or delay on the part of Collateral Agent to
exercise any such right, power or remedy and no notice or demand which may be
given to or made upon the Pledgor by the Collateral Agent with respect to any
such remedies shall operate as a waiver thereof, or limit or impair the
Collateral Agent's right to take any action or to exercise any power or remedy
hereunder, without notice or demand, or prejudice its rights as against the
Pledgor in any respect.

                     (e) The Pledgor further agrees that a breach of any of the
covenants contained in this Section 13 will cause irreparable injury to the
Collateral Agent, that the Collateral Agent shall have no adequate remedy at law
in respect of such breach and, as a consequence, agrees that each and every
covenant contained in this Section 13 shall be specifically enforceable against
the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that the Note Obligations are not then due and payable in accordance
with the agreements and instruments governing and evidencing such obligations.

                     14. Security Interest Absolute. All rights of the
Collateral Agent and security interests hereunder, and all obligations of the
Pledgor hereunder, shall be absolute and unconditional irrespective of:

                    (i) Any lack of validity or enforceability of the Indenture,
               the Security Documents, or any other agreement or instrument
               relating thereto;

                    (ii) Any change in the time, manner or place of payment of,
               or in any other term of, all or any part of the Liabilities, or
               any other amendment or waiver of or any consent to any departure
               from the Indenture or the other Security Documents;


                                       11
<PAGE>
                    (iii) Any exchange, release or non-perfection of any other
               collateral, or any release or amendment or waiver of or consent
               to departure from any guaranty, for all or any part of the
               Liabilities;

                    (iv) the insolvency of the Pledgor; or

                    (v) any other circumstance which might otherwise constitute
               a defense available to, or a discharge of, the Pledgor in respect
               of the Liabilities or of this Agreement.

                     15. Collateral Agent Appointed Attorney-in-Fact. The
Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full
authority, in the name of the Pledgor or otherwise, after the occurrence and
during the continuation of an Event of Default, from time to time in the
Collateral Agent's sole discretion, to take any action and to execute any
instrument which the Collateral Agent may deem necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation, to
receive, endorse and collect all instruments made payable to the Pledgor
representing any dividend, interest payment or other distribution in respect of
the Pledged Collateral or any part thereof and to give full discharge for the
same and to arrange for the transfer of all or any part of the Pledged
Collateral on the books of the issuers of the Pledged Stock to the name of the
Collateral Agent or the Collateral Agent's nominee.

                     16. Waivers. The Pledgor waives to the fullest extent
permitted by applicable laws presentment and demand for payment of any of the
Liabilities, protest and notice of dishonor or Event of Default with respect to
any of the Liabilities and all other notices to which the Pledgor might
otherwise be entitled except as otherwise expressly provided herein or in the
Indenture.

                     17. Term. This Agreement shall remain in full force and
effect until the final payment in full, in cash, of the Liabilities. Upon the
termination of this Agreement as provided above (other than as a result of the
sale of the Pledged Collateral), the Collateral Agent will release the security
interest created hereunder and, if it then has possession of any Pledged Stock,
notes or instruments pledged hereunder, will deliver such Pledged Stock, notes
and instruments previously delivered to it and the Powers to the Pledgor.

                     18. Reinstatement. This Agreement shall remain in full
force and effect and continue to be effective should any petition be filed by or
against the Pledgor or any Pledged Entity for liquidation or reorganization,
should the Pledgor or any Pledged Entity become insolvent or make an assignment
for the benefit of creditors or should a receiver or trustee be appointed for
all or any significant part of a Pledgor's or a Pledged Entity'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 Note Obligations, 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 Note Obligations, 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 Note Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.


                                       12
<PAGE>
                     19. Definitions. The singular shall include the plural and
vice versa and any gender shall include any other gender as the context may
require.

                     20. Binding Effect; Successors and Assigns. This Agreement
shall be binding upon the Pledgor and its successors and assigns, and shall
inure to the benefit of the Collateral Agent and the Secured Parties, and their
respective successors and assigns. Nothing set forth herein or in any other
Security Document is intended or shall be construed to give any other Person any
right, remedy or claim under, to or in respect of this Agreement, the Indenture
or any other Security Document or any Collateral. The Pledgor's successors shall
include, without limitation, a receiver, trustee or debtor-in-possession of or
for the Pledgor.

                     21. Governing Law. This Agreement has been executed and
delivered by the parties hereto in New York, New York. Any dispute between the
Collateral Agent and the Pledgor arising out of or related to the relationship
established between them in connection with this Agreement, and whether arising
in contract, tort, equity, or otherwise, shall be resolved in accordance with
the laws of the State of New York.

                     22. Consent to Jurisdiction; and Serve of Process. THE
COLLATERAL AGENT HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE
OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK. THE
PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN
NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO
HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE PLEDGOR AND THE COLLATERAL
AGENT PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING
TO THIS AGREEMENT; PROVIDED THAT THE COLLATERAL AGENT AND THE PLEDGOR
ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT
LOCATED OUTSIDE OF NEW YORK COUNTY; AND, PROVIDED, FURTHER, NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE COLLATERAL AGENT FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE GUARANTEED OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF COLLATERAL AGENT. THE
PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE PLEDGOR HEREBY WAIVES ANY
OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL
OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. THE PLEDGOR HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN
ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE
PLEDGOR AT THE ADDRESS SET FORTH IN THE INDENTURE AND THAT SERVICE SO MADE SHALL
BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS
AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. The Collateral Agent


                                       13
<PAGE>
shall have the right to proceed against the Pledgor or its personal property in
a court in any location to enable the Collateral Agent to obtain personal
jurisdiction over the Pledgor, to realize on the Pledged Collateral or any other
security for the Liabilities or to enforce a judgment or other court order
entered in favor of the Collateral Agent.

                     23. Waiver of Jury Trial. Each of the Pledgor and the
Collateral Agent waives any right to trial by jury in any dispute, whether
sounding in contract, tort, or otherwise, between the Collateral Agent and the
Pledgor arising out of or related to the transactions contemplated by this
Agreement or any other instrument, document or agreement executed or delivered
in connection herewith. Either the Pledgor or the Collateral Agent may file an
original counterpart or a copy of this Agreement with any court as written
evidence of the consent of the parties hereto to the waiver of their right to
trial by jury.

                     24. Advice of Counsel. The Pledgor represents and warrants
to the Collateral Agent that it has discussed this Agreement and, specifically,
the provisions of Sections 21 through 23 hereof, with the Pledgor's lawyers.

                     25. Severability. If any provision of this Agreement is
held to be prohibited or unenforceable in any jurisdiction the substantive laws
of which are held to be applicable hereto, such prohibition or unenforceability
shall not affect the validity or enforceability of the remaining provisions
hereof and shall not invalidate or render unenforceable such provision in any
other jurisdiction.

                     26. Further Assurances. The Pledgor agrees that at any time
and from time to time, at the expense of the Pledgor, the Pledgor will promptly
execute and deliver all further instruments and documents, and take all further
action, that may be necessary or desirable, or that the Collateral Agent may
reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable the Collateral Agent to
exercise and enforce its rights and remedies hereunder with respect to any of
the Pledged Collateral.

                     27. The Collateral Agent's Duty of Care(a) . (a) The
Collateral Agent shall not be liable for any acts, omissions, errors of judgment
or mistakes of fact or law including, without limitation, acts, omissions,
errors or mistakes with respect to the Pledged 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 Pledged 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
Pledged 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
Pledgor, and shall constitute part of the Liabilities secured hereby.

                     (b) No provision of this Security 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 the Security
Documents, the Intercreditor Agreement or the Indenture. The Collateral Agent


                                       14
<PAGE>
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.

                     28. 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.

                     (b) At any time or times, for the purpose of meeting any
legal requirements of any jurisdiction in which any of the Collateral may at the
time be located, the Collateral Agent shall have the power to appoint any Person
or Persons either to act as co-collateral agent, or co-collateral agents,
jointly with the Collateral Agent of all or any part of the Pledged Collateral
or to act as separate collateral agent or separate collateral agents of all or
any part of the Pledged Collateral and to vest in such Person or Persons, in
such capacity, such title to the Collateral or any part thereof, and such
rights, powers, duties or obligations as the Collateral Agent may consider
necessary or desirable, subject to the other provisions of this Section 28.

                     (c) Unless otherwise provided in the instrument appointing
such co-collateral agent or separate collateral agent, every co-collateral agent
or separate collateral agent shall, to the extent permitted by law, be appointed
subject to the following terms namely:

                    (i) All rights, power, duties and obligations under this
               Agreement conferred upon the Collateral Agent in respect of the
               custody, control or management of the collateral, shall be
               exercised solely by the Collateral Agent;


                                       15
<PAGE>
                    (ii) All rights, powers, duties and obligations conferred or
               imposed upon the collateral agents shall be conferred or imposed
               upon and exercised or performed by the Collateral Agent, or by
               the Collateral Agent and such co-collateral agent or
               co-collateral agents, or separate collateral agent or separate
               collateral agents jointly, except to the extent that, under the
               law of any jurisdiction in which any particular act or acts are
               to be performed, the Collateral Agent shall be incompetent or
               unqualified to perform such act or acts, in which event such act
               or acts shall be performed by such co-collateral agent or
               co-collateral agents or separate collateral agent or separate
               collateral agents;

                    (iii) Any request in writing by the Collateral Agent to any
               co-collateral agent or separate collateral agent to take or to
               refrain from taking any action hereunder shall be sufficient
               warrant for the taking, or the refraining from taking, of such
               action by such co-collateral agent or separate collateral agent;

                    (iv) Any co-collateral agent or separate collateral agent to
               the extent permitted by law may delegate to the Collateral Agent
               the exercise of any right, power, duty or obligation,
               discretionary or otherwise;

                    (v) The Collateral Agent at any time, by an instrument in
               writing, may accept the resignation of, or remove, any
               co-collateral agent or separate collateral agent appointed under
               this Section 28. As successor to any co-collateral agent or
               separate collateral agent so resigned or removed may be appointed
               in the manner provided in this Section 28.

                    (vi) No collateral agent hereunder shall be personally
               liable by reason of any act or omission of any other collateral
               agent hereunder;

                    (vii) Any demand, request, direction, appointment, removal,
               notice, consent, waiver or other action in writing delivered to
               the Collateral Agent shall be deemed to have been delivered to
               each such co-collateral agent or separate collateral agent; and

                    (viii) Any Collateral received by any such co-collateral
               agent or separate collateral agent hereunder shall forthwith, so
               far as may be permitted by law, be turned over to the Collateral
               Agent to be held pursuant to the terms hereof.

                     (d) Upon the acceptance in writing of such appointment by
any such co-collateral agent or separate collateral agent, it or he shall be
vested with the estate, right, title and interest in the Pledged Collateral, or
any portion thereof, and with such rights, powers, duties, trusts or
obligations, jointly or separately with the Collateral Agent, all as shall be
specified in the instrument of appointment, subject to all the terms hereof.

                     (e) In case any co-collateral agent or separate collateral
agent shall become incapable of acting, resign or be removed, the right, title
and interest in the Pledged Collateral and all rights, powers, duties and
obligations of said co-collateral agent or separate collateral agent shall, so
far as permitted by law, vest in and be exercised by the Collateral Agent unless
and until a successor co-collateral agent or separate collateral agent shall be
appointed pursuant to this Section 28.


                                       16
<PAGE>
                     29. Notices. Any notice, demand, request or any other
communication required or desired to be served, given or delivered hereunder
shall be in writing and shall be served, given or delivered as provided in
Section 14.02 of the Indenture.

                     30. Indemnity and Expenses. The Pledgor agrees, upon
demand, to pay to the Collateral Agent the amount of any and all reasonable
expenses, including the reasonable fees and expenses of its counsel and of any
experts and agents, which the Collateral Agent may incur in connection with (i)
the administration of this Agreement, (ii) the custody, preservation, use or
operation of, or the sale of, collection from, or other realization upon, any of
the Pledged Collateral, (iii) the exercise or enforcement of any of the rights
of the Collateral Agent hereunder or (iv) the failure by the Pledgor to perform
or observe any of the provisions hereof. In no event shall the Collateral Agent
be liable for any special, indirect or consequential loss or damage of any kind
whatsoever, even if the Collateral Agent has been advised of the likelihood of
such loss or damage.

                     31. Amendments, Waivers and Consents. None of the terms or
provisions of this Agreement may be waived, altered, modified or amended, and no
consent to any departure by the Pledgor herefrom shall be effective, except by
or pursuant to an instrument in writing which (i) is duly executed by the
Pledgor and the Collateral Agent and (ii) complies with the requirements of the
Indenture. Any such waiver shall be valid only to the extent set forth therein.
A waiver by the Collateral Agent of any right or remedy under this Agreement on
any one occasion shall not be construed as a waiver of any right or remedy which
the Collateral Agent would otherwise have on any future occasion. No failure to
exercise or delay in exercising any right, power or privilege under this
Agreement on the part of the Collateral Agent shall operate as a waiver thereof;
and no single or partial exercise of any right, power or privilege under this
Agreement shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.

                     32. Section Headings: Terms. The section headings herein
are for convenience of reference only, and shall not affect in any way the
interpretation of any of the provisions hereof.

                     33. Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall together constitute one and the same agreement.

                     34. Merger. This Agreement, taken together with all the
other Security Documents, embodies the entire agreement and understanding,
between the Pledgor and the Collateral Agent or any Holder and supersedes all
prior agreements and understandings, written and oral, relating to the subject
matter hereof.

                     35. Termination; Release of Collateral. Notwithstanding
anything in this Agreement to the contrary, the Pledgor may, to the extent
permitted by Section 4.10 of the Indenture, sell, assign, transfer or otherwise
dispose of any Pledged Collateral. In addition, the Pledged Collateral shall be
subject to release in accordance with Section 13.04 of the Indenture (such
Pledged Collateral and the Pledged Collateral referred to in the immediately
preceding sentence being the "Released Collateral"). The Liens under this


                                       17
<PAGE>
Agreement shall terminate with respect to the Released Collateral upon such
sale, transfer, assignment, disposition or release and upon the request of the
Pledgor, the Collateral Agent shall execute and deliver such instrument or
document as may be necessary to release the Liens granted hereunder; provided,
however, that (i) the Collateral Agent shall not be required to execute any such
documents on terms which, in the Collateral Agent's opinion, would expose the
Collateral Agent or any Holder to liability or create any obligation or entail
any consequence other than the release of such Liens without recourse or
warranty, and (ii) such release shall not in any manner discharge, affect or
impair the Liabilities or any Liens on (or obligations of the Pledgor in respect
of) all interests retained by the Pledgor, including without limitation, the
proceeds of any sale, all of which shall continue to constitute part of the
Pledged Collateral.

                     36. 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]




                                       18
<PAGE>
                     IN WITNESS WHEREOF, the Pledgor and the Collateral Agent
have executed this Agreement as of the date set forth
above.


                                  BARNEYS NEW YORK, INC.


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


Acknowledged and agreed to
as of the date first written above.

WILMINGTON TRUST COMPANY,
 as Collateral Agent


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



<PAGE>
                                 ACKNOWLEDGMENT

                     The undersigned hereby acknowledges receipt of a copy of
the foregoing Pledge Agreement, agrees promptly to note on its books the
security interests granted under such Pledge Agreement, and waives any rights or
requirement at any time hereafter to receive a copy of such Pledge Agreement in
connection with the registration of any Pledged Collateral in the name of the
Collateral Agent or its nominee or the exercise of voting rights by the
Collateral Agent.

                                         BARNEYS NEW YORK, INC.



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