EXHIBIT 4.4

                                  $106,000,000

                                 BARNEY'S, INC.

                      9.000% SENIOR SECURED NOTES DUE 2008

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


                                                               April 1, 2003

JEFFERIES & COMPANY, INC.
520 Madison Avenue, 12th Floor
New York, New York 10022

Ladies and Gentlemen:

           Barney's, Inc., a New York corporation (the "ISSUER"), proposes to
issue and sell to Jefferies & Company, Inc. (the "INITIAL PURCHASER"), upon the
terms set forth in a purchase agreement dated March 26, 2003 (the "PURCHASE
AGREEMENT"), an aggregate of 106,000 Units, each unit consisting of $1,000 in
principal amount at maturity of its 9.000% Senior Secured Notes due 2008 (the
"INITIAL SECURITIES") and one warrant to purchase 3.412 shares of common stock
of Barneys New York, Inc., par value $0.01 per share. The Initial Securities are
to be guaranteed (the "GUARANTEES") by the Guarantors named in the Purchase
Agreement (together, the "GUARANTORS" and, collectively with the Issuer, the
"COMPANY"). The Initial Securities will be issued pursuant to an indenture,
dated as of April 1, 2003 (the "INDENTURE"), among the Issuer, the Guarantors
and Wilmington Trust Company, as trustee (the "TRUSTEE"). As an inducement to
the Initial Purchaser to enter into the Purchase Agreement, the Company agrees
with the Initial Purchaser, for the benefit of the Initial Purchaser and the
holders of the Securities (as defined below) (collectively, the "HOLDERS"), as
follows:

           1 Registered Exchange Offer. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, on or prior to 90 days after the date on which
the Initial Purchaser purchases the Initial Securities pursuant to the Purchase
Agreement (the "CLOSING DATE"), or if such 90th day is not a business day, the
next succeeding business day, file with the Securities and Exchange Commission
(the "COMMISSION") a registration statement (the "EXCHANGE OFFER REGISTRATION
STATEMENT") on an appropriate form under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), with respect to a proposed offer (the "REGISTERED
EXCHANGE OFFER") to the Holders of Transfer Restricted Securities (as defined in
Section 6 hereof), who are not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer, to issue and deliver to
such Holders, in exchange for the Initial Securities, a like aggregate principal
amount of debt securities of the Company issued under the Indenture, identical
in all material respects to the Initial Securities and registered under the
Securities Act (the "EXCHANGE SECURITIES"). The Company shall use its reasonable
best efforts to (i) have the Exchange Offer Registration Statement declared
effective by the Commission on or prior to 180 days after the Closing Date, or
if such 180th day is not a business day, the next succeeding business day, and
(ii) keep the Registered Exchange Offer Registration Statement effective for not
less than 30 days (or longer, if required by applicable law) after the date


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notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the "EXCHANGE OFFER REGISTRATION PERIOD").

           Unless the Registered Exchange Offer would not be permitted by
applicable law or Commission policy, the Company will commence the Registered
Exchange Offer and use its best efforts to issue on or prior to 30 days, or
longer if required by the federal securities laws, after the date on which the
Exchange Offer Registration Statement is declared effective by the Commission,
Exchange Securities in exchange for all notes tendered prior thereto in the
Registered Exchange Offer.

           Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business, has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.

           The Company acknowledges that, pursuant to current interpretations by
the Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section, and (c) Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) the Initial Purchaser that elects to sell
Securities (as defined below) acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

           The Company shall use its best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; provided, however, that (i) in the
case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer or the Initial Purchaser, such period shall be
the lesser of 180 days and the date on which all Exchanging Dealers and the
Initial Purchaser has sold all Exchange Securities held by them (unless such
period is extended pursuant to Section 3(j) below) and (ii) the Company shall
make such prospectus and any amendment or supplement thereto available to any


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<PAGE>
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 180 days after the consummation of the Registered
Exchange Offer.

           If, upon consummation of the Registered Exchange Offer, the Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
the Initial Purchaser upon the written request of the Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by the Initial
Purchaser, a like principal amount of debt securities of the Company issued
under the Indenture and identical in all material respects to the Initial
Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "SECURITIES."

           In connection with the Registered Exchange Offer, the Company shall:

                      (a) mail to each Holder a copy of the prospectus forming
           part of the Exchange Offer Registration Statement, together with an
           appropriate letter of transmittal and related documents;

                      (b) keep the Registered Exchange Offer open for not less
           than 30 business days (or longer, if required by applicable law)
           after the date notice thereof is mailed to the Holders;

                      (c) utilize the services of a depositary for the
           Registered Exchange Offer with an address in the Borough of
           Manhattan, The City of New York, which may be the Trustee or an
           affiliate of the Trustee;

                      (d) permit Holders to withdraw tendered Securities at any
           time prior to the close of business, New York time, on the last
           business day on which the Registered Exchange Offer shall remain
           open; and

                      (e) otherwise comply with all applicable laws.

           As soon as practicable after the close of the Registered Exchange
Offer or the Private Exchange, as the case may be, the Company shall:

                      (x) accept for exchange all the Securities validly
           tendered and not withdrawn pursuant to the Registered Exchange Offer
           and the Private Exchange;

                      (y) deliver to the Trustee for cancellation all the
           Initial Securities so accepted for exchange; and

                      (z) cause the Trustee to authenticate and deliver promptly
           to each Holder of the Initial Securities, Exchange Securities or
           Private Exchange Securities, as the case may be, equal in principal
           amount to the Initial Securities of such Holder so accepted for
           exchange.


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<PAGE>
           The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

           Interest on each Exchange Security and Private Exchange Security
issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on
the Initial Securities surrendered in exchange therefor or, if no interest has
been paid on the Initial Securities, from the date of original issue of the
Initial Securities.

           Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

           Notwithstanding any other provisions hereof, the Company will ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

           If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all such other commercially
reasonable actions as may be requested by the Commission or otherwise required
in connection with the issuance of such decision, including without limitation
(i) participating in telephonic conferences with the Commission, (ii) delivering


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<PAGE>
to the Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded that the
Registered Exchange Offer should be permitted and (iii) diligently pursuing a
resolution (which need not be favorable) by the Commission staff.

2 Shelf Registration. If, (i) the Company is not (a) required to file the
Exchange Offer Registration Statement; or (b) permitted to consummate the
Registered Exchange Offer because the Registered Exchange Offer is not permitted
by applicable law or Commission policy; or (ii) any Holder of Transfer
Restricted Securities notifies the Issuer prior to the 20th day following
consummation of the Registered Exchange Offer that (a) it is prohibited by law
or Commission policy from participating in the Registered Exchange Offer; (b)
that it may not resell the Exchange Securities acquired by it in the Registered
Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales; or (c) that it is a broker-dealer and owns
Securities acquired directly from the Issuer or an affiliate of the Issuer, the
Company shall take the following actions (the date on which any of the
conditions described in the foregoing clauses (i) and (ii) occur being a
"TRIGGER Date"):

                      (a) The Company will use its reasonable best efforts to
           (i) file a registration statement (the "SHELF REGISTRATION STATEMENT"
           and, together with the Exchange Offer Registration Statement, a
           "REGISTRATION STATEMENT") with the Commission on or prior to 60 days
           after such filing obligation arises, or if such 60th day is not a
           business day, the next succeeding business day, and (ii) cause the
           Shelf Registration Statement to be declared effective by the
           Commission on or prior to 180 days after such obligation arises, or
           if such 180th day is not a business day, the next succeeding business
           day. Such Shelf Registration Statement shall be on an appropriate
           form under the Securities Act relating to the offer and sale of the
           Transfer Restricted Securities by the Holders thereof from time to
           time in accordance with the methods of distribution set forth in the
           Shelf Registration Statement and Rule 415 under the Securities Act
           (hereinafter, the "SHELF REGISTRATION"); provided, however, that no
           Holder (other than the Initial Purchaser) shall be entitled to have
           the Securities held by it covered by such Shelf Registration
           Statement unless such Holder agrees in writing to be bound by all the
           provisions of this Agreement applicable to such Holder.

                      (b) The Company shall use its best efforts to keep the
           Shelf Registration Statement continuously effective in order to
           permit the prospectus included therein to be lawfully delivered by
           the Holders of the relevant Securities for a period of two years (or
           for such longer period if extended pursuant to Section 3(j) below)
           from the date of its effectiveness or such shorter period that will
           terminate when all the Securities covered by the Shelf Registration
           Statement (i) have been sold pursuant thereto or (ii) are no longer
           restricted securities (as defined in Rule 144 under the Securities
           Act, or any successor rule thereof). The Company shall be deemed not
           to have used its best efforts to keep the Shelf Registration
           Statement effective during the requisite period if it voluntarily
           takes any action that would result in Holders of Securities covered
           thereby not being able to offer and sell such Securities during that
           period, unless such action is required by applicable law.


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<PAGE>
                      (c) Notwithstanding any other provision of this Agreement
           to the contrary, the Company shall cause the Shelf Registration
           Statement and the related prospectus and any amendment or supplement
           thereto, as of the effective date of the Shelf Registration
           Statement, amendment or supplement, (i) to comply in all material
           respects with the applicable requirements of the Securities Act and
           the rules and regulations of the Commission and (ii) not to contain
           any untrue statement of a material fact or omit to state a material
           fact required to be stated therein or necessary in order to make the
           statements therein (in the case of the prospectus, in light of the
           circumstances under which they were made) not misleading.

           3 Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

                      (a) The Company shall (i) furnish to the Initial
           Purchaser, prior to the filing thereof with the Commission, a copy of
           the Registration Statement and each amendment thereof and each
           supplement, if any, to the prospectus included therein and, in the
           event that the Initial Purchaser (with respect to any portion of an
           unsold allotment from the original offering) is participating in the
           Registered Exchange Offer or the Shelf Registration Statement, the
           Company shall use its best efforts to reflect in each such document,
           when so filed with the Commission, such comments as the Initial
           Purchaser reasonably may propose; (ii) include the information set
           forth in Annex A hereto on the cover of the Exchange Offer
           Registration Statement, in Annex B hereto in the "Exchange Offer
           Procedures" section and the "Purpose of the Exchange Offer" section
           of the Exchange Offer Registration Statement and in Annex C hereto in
           the "Plan of Distribution" section of the prospectus forming a part
           of the Exchange Offer Registration Statement and include the
           information set forth in Annex D hereto in the Letter of Transmittal
           delivered pursuant to the Registered Exchange Offer; (iii) if
           requested by the Initial Purchaser, include the information required
           by Items 507 or 508 of Regulation S-K under the Securities Act, as
           applicable, in the prospectus forming a part of the Exchange Offer
           Registration Statement; (iv) include within the prospectus contained
           in the Exchange Offer Registration Statement a section entitled "Plan
           of Distribution," reasonably acceptable to the Initial Purchaser,
           which shall contain a summary statement of the positions taken or
           policies made by the staff of the Commission with respect to the
           potential "underwriter" status of any broker-dealer that is the
           beneficial owner (as defined in Rule 13d-3 under the Securities
           Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of Exchange
           Securities received by such broker-dealer in the Registered Exchange
           Offer (a "PARTICIPATING BROKER-DEALER"), whether such positions or
           policies have been publicly disseminated by the staff of the
           Commission or such positions or policies, in the reasonable judgment
           of the Initial Purchaser based upon advice of counsel (which may be
           in-house counsel), represent the prevailing views of the staff of the
           Commission; and (v) in the case of a Shelf Registration Statement,
           include the names of the Holders who propose to sell Securities
           pursuant to the Shelf Registration Statement as selling
           securityholders.

                      (b) The Company shall give written notice to the Initial
           Purchaser, the Holders of the Securities and any Participating
           Broker-Dealer from whom the Company has received prior written notice


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<PAGE>
           that it will be a Participating Broker-Dealer in the Registered
           Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof
           shall be accompanied by an instruction to suspend the use of the
           prospectus until the requisite changes have been made):

                                 (i) when the Registration Statement or any
                      amendment thereto has been filed with the Commission and
                      when the Registration Statement or any post-effective
                      amendment thereto has become effective; provided, however,
                      that this clause (i) shall not apply with respect to
                      regular filings of any document or report under the
                      Exchange Act, at any time following the effectiveness of
                      the applicable Registration Statement, where such filing
                      is made as part of the periodic disclosure obligations
                      under Section 13 or 15 of the Exchange Act of Barneys New
                      York, Inc., the sole shareholder of the Company;

                                 (ii) of any request by the Commission for
                      amendments or supplements to the Registration Statement or
                      the prospectus included therein or for additional
                      information;

                                 (iii) of the issuance by the Commission of any
                      stop order suspending the effectiveness of the
                      Registration Statement or the initiation of any
                      proceedings for that purpose;

                                 (iv) of the receipt by the Company or its legal
                      counsel of any notification with respect to the suspension
                      of the qualification of the Securities for sale in any
                      jurisdiction or the initiation or threatening of any
                      proceeding for such purpose; and

                                 (v) of the happening of any event that requires
                      the Company to make changes in the Registration Statement
                      or the prospectus in order that the Registration Statement
                      or the prospectus does not contain an untrue statement of
                      a material fact nor omit to state a material fact required
                      to be stated therein or necessary to make the statements
                      therein (in the case of the prospectus, in light of the
                      circumstances under which they were made) not misleading.

                      (c) The Company shall make every reasonable effort to
           obtain the withdrawal at the earliest possible time, of any order
           suspending the effectiveness of the Registration Statement.

                      (d) The Company shall furnish to each Holder of Securities
           included within the coverage of the Shelf Registration, without
           charge, at least one copy of the Shelf Registration Statement and any
           post-effective amendment thereto, including financial statements and
           schedules, and, if the Holder so requests in writing, all exhibits
           thereto (including those, if any, incorporated by reference).

                      (e) The Company shall deliver to each Exchanging Dealer
           and the Initial Purchaser, and to any other Holder who so requests,
           without charge, at least one copy of the Exchange Offer Registration
           Statement and any post-effective amendment thereto, including


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           financial statements and schedules, and, if the Initial Purchaser or
           any such Holder requests, all exhibits thereto (including those
           incorporated by reference).

                      (f) The Company shall, during the Shelf Registration
           Period, deliver to each Holder of Securities included within the
           coverage of the Shelf Registration, without charge, as many copies of
           the prospectus (including each preliminary prospectus) included in
           the Shelf Registration Statement and any amendment or supplement
           thereto as such person may reasonably request. The Company consents,
           subject to the provisions of this Agreement, to the use of the
           prospectus or any amendment or supplement thereto by each of the
           selling Holders of the Securities in connection with the offering and
           sale of the Securities covered by the prospectus, or any amendment or
           supplement thereto, included in the Shelf Registration Statement.

                      (g) The Company shall deliver to the Initial Purchaser,
           any Exchanging Dealer, any Participating Broker-Dealer and such other
           persons required to deliver a prospectus following the Registered
           Exchange Offer, without charge, as many copies of the final
           prospectus included in the Exchange Offer Registration Statement and
           any amendment or supplement thereto as such persons may reasonably
           request. The Company consents, subject to the provisions of this
           Agreement, to the use of the prospectus or any amendment or
           supplement thereto by the Initial Purchaser, if necessary, any
           Participating Broker-Dealer and such other persons required to
           deliver a prospectus following the Registered Exchange Offer in
           connection with the offering and sale of the Exchange Securities
           covered by the prospectus, or any amendment or supplement thereto,
           included in such Exchange Offer Registration Statement.

                      (h) Prior to any public offering of the Securities
           pursuant to any Registration Statement the Company shall register or
           qualify or cooperate with the Holders of the Securities included
           therein and their respective counsel in connection with the
           registration or qualification of the Securities for offer and sale
           under the securities or "blue sky" laws of such states of the United
           States as any Holder of the Securities reasonably requests in writing
           and do any and all other acts or things necessary or advisable to
           enable the offer and sale in such jurisdictions of the Securities
           covered by such Registration Statement; provided, however, that the
           Company shall not be required to (i) qualify generally to do business
           in any jurisdiction where it is not then so qualified or (ii) take
           any action which would subject it to general service of process or to
           taxation in any jurisdiction where it is not then so subject.

                      (i) The Company shall cooperate with the Holders of the
           Securities to facilitate the timely preparation and delivery of
           certificates representing the Securities to be sold pursuant to any
           Registration Statement free of any restrictive legends and in such
           denominations and registered in such names as the Holders may request
           a reasonable period of time prior to sales of the Securities pursuant
           to such Registration Statement.

                      (j) Upon the occurrence of any event contemplated by
           paragraphs (ii) through (v) of Section 3(b) above during the period
           for which the Company is required to maintain an effective
           Registration Statement, the Company shall promptly prepare and file a
           post-effective amendment to the Registration Statement or a
           supplement to the related prospectus and any other required document


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<PAGE>
           so that, as thereafter delivered to Holders of the Securities or
           purchasers of Securities, the prospectus will not contain an untrue
           statement of a material fact or omit to state any material fact
           required to be stated therein or necessary to make the statements
           therein, in light of the circumstances under which they were made,
           not misleading. If the Company notifies the Initial Purchaser, the
           Holders of the Securities and any known Participating Broker-Dealer
           in accordance with paragraphs (ii) through (v) of Section 3(b) above
           to suspend the use of the prospectus until the requisite changes to
           the prospectus have been made, then the Initial Purchaser, the
           Holders of the Securities and any such Participating Broker-Dealers
           shall suspend use of such prospectus, and the period of effectiveness
           of the Shelf Registration Statement provided for in Section 2(b)
           above and the Exchange Offer Registration Statement provided for in
           Section 1 above shall each be extended by the number of days from and
           including the date of the giving of such notice to and including the
           date when the Initial Purchaser, the Holders of the Securities and
           any known Participating Broker-Dealer shall have received such
           amended or supplemented prospectus pursuant to this Section 3(j).

                      (k) Not later than the effective date of the applicable
           Registration Statement, the Company will provide a CUSIP number for
           the Initial Securities, the Exchange Securities or the Private
           Exchange Securities, as the case may be, and provide the applicable
           trustee with printed certificates for the Initial Securities, the
           Exchange Securities or the Private Exchange Securities, as the case
           may be, in a form eligible for deposit with The Depository Trust
           Company.

                      (l) The Company will use it best efforts to comply with
           all rules and regulations of the Commission to the extent and so long
           as they are applicable to the Registered Exchange Offer or the Shelf
           Registration and will make generally available to its security
           holders (or otherwise provide in accordance with Section 11(a) of the
           Securities Act) an earnings statement satisfying the provisions of
           Section 11(a) of the Securities Act, no later than 45 days after the
           end of a 12-month period (or 90 days, if such period is a fiscal
           year) beginning with the first month of the Company's first fiscal
           quarter commencing after the effective date of the Registration
           Statement, which statement shall cover such 12-month period.

                      (m) The Company shall cause the Indenture to be qualified
           under the Trust Indenture Act of 1939, as amended, in a timely manner
           and containing such changes, if any, as shall be necessary for such
           qualification. In the event that such qualification would require the
           appointment of a new trustee under the Indenture, the Company shall
           appoint a new trustee thereunder pursuant to the applicable
           provisions of the Indenture.

                      (n) The Company may require each Holder of Securities to
           be sold pursuant to the Shelf Registration Statement to furnish to
           the Company such information regarding the Holder and the
           distribution of the Securities as the Company may from time to time
           reasonably require for inclusion in the Shelf Registration Statement,
           and the Company may exclude from such registration the Securities of
           any Holder that unreasonably fails to furnish such information within
           a reasonable time after receiving such request.


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<PAGE>
                      (o) The Company shall enter into such customary agreements
           (including, if requested, an underwriting agreement in customary
           form) and take all such other action, if any, in order to facilitate
           the disposition of the Securities pursuant to any Shelf Registration.

                      (p) In the case of any Shelf Registration, the Company
           shall (i) make reasonably available for inspection by the Holders of
           the Securities, any underwriter participating in any disposition
           pursuant to the Shelf Registration Statement and any attorney,
           accountant or other agent retained by the Holders of the Securities
           or any such underwriter all relevant financial and other records,
           pertinent corporate documents and properties of the Company and (ii)
           cause the Company's officers, directors, employees, accountants and
           auditors to supply all relevant information reasonably requested by
           the Holders of the Securities or any such underwriter, attorney,
           accountant or agent in connection with the Shelf Registration
           Statement, in each case, as shall be reasonably necessary to enable
           such persons, to conduct a reasonable investigation within the
           meaning of Section 11 of the Securities Act; provided, however, that
           the foregoing inspection and information gathering shall be
           coordinated by you and on behalf of the other parties, by one counsel
           designated by and on behalf of such other parties as described in
           Section 4 hereof; provided further, however, that any such records,
           documents, properties and such information that is designated in
           writing by the Company, in good faith, as confidential at the time of
           delivery of such records, documents, properties or information shall
           be kept confidential by any such persons and shall be used only in
           connection with such Shelf Registration Statement, unless disclosure
           thereto is made in connection with a court proceeding or required by
           law (it being understood that such persons (and any employee,
           representative or other agent of such person) may disclose to any and
           all persons, without limitation of any kind, the tax treatment and
           tax structure of the transactions contemplated in the Shelf
           Registration Statement and all materials of any kind (including such
           records, documents, properties or information and opinions or other
           tax analyses) that are provided to it relating to such tax treatment
           and tax structure), or such information has become available (not in
           violation of this Agreement) to the public generally or through a
           third party without an accompanying obligation of confidentiality.

                      (q) In the case of any Shelf Registration, the Company, if
           requested by any Holder of Securities covered thereby, shall cause
           (i) its counsel to deliver an opinion and updates thereof relating to
           the Securities in customary form addressed to such Holders and the
           managing underwriters, if any, thereof and dated, in the case of the
           initial opinion, the effective date of such Shelf Registration
           Statement (it being agreed that the matters to be covered by such
           opinion shall include, without limitation, the due incorporation and
           good standing of the Company and its subsidiaries; the qualification
           of the Company and its subsidiaries to transact business as foreign
           corporations; the due authorization, execution and delivery of the
           relevant agreement of the type referred to in Section 3(o) hereof;
           the due authorization, execution, authentication and issuance, and
           the validity and enforceability, of the applicable Securities; the
           absence of material legal or governmental proceedings involving the
           Company and its subsidiaries; the absence of governmental approvals
           required to be obtained in connection with the Shelf Registration
           Statement, the offering and sale of the applicable Securities, or any
           agreement of the type referred to in Section 3(o) hereof; the


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<PAGE>
           compliance as to form of such Shelf Registration Statement and any
           documents incorporated by reference therein and of the Indenture with
           the requirements of the Securities Act and the Trust Indenture Act,
           respectively; and, as of the date of the opinion and as of the
           effective date of the Shelf Registration Statement or most recent
           post-effective amendment thereto, as the case may be, the absence
           from such Shelf Registration Statement and the prospectus included
           therein, as then amended or supplemented, and from any documents
           incorporated by reference therein of an untrue statement of a
           material fact or the omission to state therein a material fact
           required to be stated therein or necessary to make the statements
           therein (in the case of the prospectus, in light of the circumstances
           under which they were made) not misleading (in the case of any such
           documents, in the light of the circumstances existing at the time
           that such documents were filed with the Commission under the Exchange
           Act); (ii) its officers to execute and deliver all customary
           documents and certificates and updates thereof requested by any
           underwriters of the applicable Securities and (iii) its independent
           public accountants to provide to the selling Holders of the
           applicable Securities and any underwriter therefor a comfort letter
           in customary form and covering matters of the type customarily
           covered in comfort letters in connection with primary underwritten
           offerings, subject to receipt of appropriate documentation as
           contemplated, and only if permitted, by Statement of Auditing
           Standards No. 72.

                      (r) In the case of the Registered Exchange Offer, if
           requested by the Initial Purchaser or any known Participating
           Broker-Dealer, the Company shall cause (i) its counsel (which counsel
           may be in-house counsel with regard to certain opinions) to deliver
           to the Initial Purchaser or such Participating Broker-Dealer a signed
           opinion in the form set forth in Exhibit A to the Purchase Agreement
           with such changes as are customary in connection with the preparation
           of a Registration Statement and (ii) its independent public
           accountants to deliver to the Initial Purchaser or such Participating
           Broker-Dealer a comfort letter, in customary form, meeting the
           requirements as to the substance thereof as set forth in Section 7(i)
           of the Purchase Agreement, with appropriate date changes.

                      (s) If a Registered Exchange Offer or a Private Exchange
           is to be consummated, upon delivery of the Initial Securities by
           Holders to the Company (or to such other Person as directed by the
           Company) in exchange for the Exchange Securities or the Private
           Exchange Securities, as the case may be, the Company shall mark, or
           caused to be marked, on the Initial Securities so exchanged that such
           Initial Securities are being canceled in exchange for the Exchange
           Securities or the Private Exchange Securities, as the case may be; in
           no event shall the Initial Securities be marked as paid or otherwise
           satisfied.

                      (t) The Company will use its best efforts to (a) if the
           Initial Securities have been rated prior to the initial sale of such
           Initial Securities, confirm such ratings will apply to the Securities
           covered by a Registration Statement, or (b) if the Initial Securities
           were not previously rated, cause the Securities covered by a
           Registration Statement to be rated with the appropriate rating
           agencies, if so requested by Holders of a majority in aggregate
           principal amount of Securities covered by such Registration
           Statement, or by the managing underwriters, if any.


                                       11
<PAGE>
                      (u) In the event that any broker-dealer registered under
           the Exchange Act shall underwrite any Securities or participate as a
           member of an underwriting syndicate or selling group or "assist in
           the distribution" (within the meaning of the Conduct Rules (the
           "RULES") of the National Association of Securities Dealers, Inc.
           ("NASD")) thereof, whether as a Holder of such Securities or as an
           underwriter, a placement or sales agent or a broker or dealer in
           respect thereof, or otherwise, the Company will assist such
           broker-dealer in complying with the requirements of such Rules,
           including, without limitation, by (i) if such Rules, including Rule
           2720, shall so require, engaging a "qualified independent
           underwriter" (as defined in Rule 2720) to participate in the
           preparation of the Registration Statement relating to such
           Securities, to exercise usual standards of due diligence in respect
           thereto and, if any portion of the offering contemplated by such
           Registration Statement is an underwritten offering or is made through
           a placement or sales agent, to recommend the yield of such
           Securities, (ii) indemnifying any such qualified independent
           underwriter to the extent of the indemnification of underwriters
           provided in Section 5 hereof and (iii) providing such information to
           such broker-dealer as may be required in order for such broker-dealer
           to comply with the requirements of the Rules.

                      (v) The Company shall use its best efforts to take all
           other steps necessary to effect the registration of the Securities
           covered by a Registration Statement contemplated hereby.

           4 Registration Expenses.

                      (a) All expenses incident to the Company's performance of
           and compliance with this Agreement will be borne by the Company,
           regardless of whether a Registration Statement is ever filed or
           becomes effective, including without limitation:

                                 (i) all registration and filing fees and
                      expenses;

                                 (ii) all fees and expenses of compliance with
                      federal securities and state "blue sky" or securities
                      laws;

                                 (iii) all expenses of printing (including
                      printing certificates for the Securities to be issued in
                      the Registered Exchange Offer and the Private Exchange and
                      printing of prospectuses), messenger and delivery services
                      and telephone usage;

                                 (iv) all fees and disbursements of counsel for
                      the Company; and

                                 (v) all fees and disbursements of independent
                      certified public accountants of the Company (including the
                      expenses of any special audit required by or incident to
                      such performance).

                      (b) The Company will bear its internal expenses
           (including, without limitation, all salaries and expenses of its
           officers and employees performing legal or accounting duties), the
           expenses of any annual audit and the fees and expenses of any person,
           including special experts, retained by the Company.


                                       12
<PAGE>
                      (c) In connection with any Registration Statement required
           by this Agreement, the Company will reimburse the Initial Purchaser
           and the Holders of Transfer Restricted Securities who are tendering
           Initial Securities in the Registered Exchange Offer and/or selling or
           reselling Securities pursuant to the "Plan of Distribution" contained
           in the Exchange Offer Registration Statement or the Shelf
           Registration Statement, as applicable, for the reasonable, documented
           fees and disbursements of not more than one counsel, who shall be
           chosen by the Holders of a majority in principal amount of the
           Transfer Restricted Securities for whose benefit such Registration
           Statement is being prepared.

           5 Indemnification.

                      (a) The Company agrees to indemnify and hold harmless each
           Holder of the Securities, any Participating Broker-Dealer and each
           person, if any, who controls such Holder or such Participating
           Broker-Dealer within the meaning of the Securities Act or the
           Exchange Act (each Holder, any Participating Broker-Dealer and such
           controlling persons are referred to collectively as the "INDEMNIFIED
           PARTIES") from and against any losses, claims, damages or
           liabilities, joint or several, or any actions in respect thereof
           (including, but not limited to, any losses, claims, damages,
           liabilities or actions relating to purchases and sales of the
           Securities) to which each Indemnified Party may become subject under
           the Securities Act, the Exchange Act or otherwise, insofar as such
           losses, claims, damages, liabilities or actions arise out of or are
           based upon any untrue statement or alleged untrue statement of a
           material fact contained in a Registration Statement or prospectus or
           in any amendment or supplement thereto or in any preliminary
           prospectus relating to a Shelf Registration, or arise out of, or are
           based upon, the omission or alleged omission to state therein a
           material fact required to be stated therein or necessary to make the
           statements therein (in the case of the prospectus, in light of the
           circumstances under which they were made) not misleading, and shall
           reimburse, as incurred, the Indemnified Parties for any legal or
           other expenses reasonably incurred by them in connection with
           investigating or defending any such loss, claim, damage, liability or
           action in respect thereof; provided, however, that (i) the Company
           shall not be liable in any such case to the extent that such loss,
           claim, damage or liability arises out of or is based upon any untrue
           statement or alleged untrue statement or omission or alleged omission
           made in a Registration Statement or prospectus or in any amendment or
           supplement thereto or in any preliminary prospectus relating to a
           Shelf Registration Statement in reliance upon and in conformity with
           written information pertaining to such Holder and furnished to the
           Company by or on behalf of such Holder specifically for inclusion
           therein and (ii) with respect to any untrue statement or omission or
           alleged untrue statement or omission made in any preliminary
           prospectus relating to a Shelf Registration Statement, the indemnity
           agreement contained in this subsection (a) shall not inure to the
           benefit of any Holder or Participating Broker-Dealer from whom the
           person asserting any such losses, claims, damages or liabilities
           purchased the Securities concerned, to the extent that a prospectus
           relating to such Securities was required to be delivered by such
           Holder or Participating Broker-Dealer under the Securities Act in
           connection with such purchase and any such loss, claim, damage or
           liability of such Holder or Participating Broker-Dealer results from
           the fact that there was not sent or given to such person, at or prior
           to the written confirmation of the sale of such Securities to such
           person, a copy of the final prospectus if the Company had previously


                                       13
<PAGE>
           furnished copies thereof to such Holder or Participating
           Broker-Dealer; provided further, however, that this indemnity
           agreement will be in addition to any liability which the Company may
           otherwise have to such Indemnified Party. The Company shall also
           indemnify underwriters, their officers and directors and each person
           who controls such underwriters within the meaning of the Securities
           Act or the Exchange Act to the same extent as provided above with
           respect to the indemnification of the Holders of the Securities if
           requested by such Holders.

                      (b) Each Holder of the Securities, severally and not
           jointly, will indemnify and hold harmless the Company and each
           person, if any, who controls the Company within the meaning of the
           Securities Act or the Exchange Act from and against any losses,
           claims, damages or liabilities or any actions in respect thereof, to
           which the Company or any such controlling person may become subject
           under the Securities Act, the Exchange Act or otherwise, insofar as
           such losses, claims, damages, liabilities or actions arise out of or
           are based upon any untrue statement or alleged untrue statement of a
           material fact contained in a Registration Statement or prospectus or
           in any amendment or supplement thereto or in any preliminary
           prospectus relating to a Shelf Registration Statement, or arise out
           of or are based upon the omission or alleged omission to state
           therein a material fact necessary to make the statements therein (in
           the case of the prospectus, in light of the circumstances under which
           they were made) not misleading, but in each case only to the extent
           that the untrue statement or omission or alleged untrue statement or
           omission was made in reliance upon and in conformity with written
           information pertaining to such Holder and furnished to the Company by
           or on behalf of such Holder specifically for inclusion therein; and,
           subject to the limitation set forth immediately preceding this
           clause, shall reimburse, as incurred, the Company for any legal or
           other expenses reasonably incurred by the Company or any such
           controlling person in connection with investigating or defending any
           loss, claim, damage, liability or action in respect thereof. This
           indemnity agreement will be in addition to any liability which such
           Holder may otherwise have to the Company or any of its controlling
           persons.

                      (c) Promptly after receipt by an indemnified party under
           this Section 5 of notice of the commencement of any action or
           proceeding (including a governmental investigation), such indemnified
           party will, if a claim in respect thereof is to be made against the
           indemnifying party under this Section 5, notify the indemnifying
           party of the commencement thereof; but the omission so to notify the
           indemnifying party will not, in any event, relieve the indemnifying
           party from any obligations to any indemnified party other than the
           indemnification obligation provided in paragraph (a) or (b) above. In
           case any such action is brought against any indemnified party, and it
           notifies the indemnifying party of the commencement thereof, the
           indemnifying party will be entitled to participate therein and, to
           the extent that it may wish, jointly with any other indemnifying
           party similarly notified, to assume the defense thereof, with counsel
           reasonably satisfactory to such indemnified party (who shall not,
           except with the consent of the indemnified party, be counsel to the
           indemnifying party), and after notice from the indemnifying party to
           such indemnified party of its election so to assume the defense
           thereof the indemnifying party will not be liable to such indemnified
           party under this Section 5 for any legal or other expenses, other
           than reasonable costs of investigation, subsequently incurred by such
           indemnified party in connection with the defense thereof. No
           indemnifying party shall, without the prior written consent of the


                                       14
<PAGE>
           indemnified party, effect any settlement of any pending or threatened
           action in respect of which any indemnified party is or could have
           been a party and indemnity could have been sought hereunder by such
           indemnified party unless such settlement includes an unconditional
           release of such indemnified party from all liability on any claims
           that are the subject matter of such action, and does not include a
           statement as to or an admission of fault, culpability or a failure to
           act by or on behalf of any indemnified party. The indemnifying party
           shall not be liable for the costs and expenses of any settlement of
           such action effected by such indemnified party without the consent of
           the indemnifying party, which consent shall not be unreasonably
           withheld.

                      (d) If the indemnification provided for in this Section 5
           is unavailable or insufficient to hold harmless an indemnified party
           under subsections (a) or (b) above, then each indemnifying party
           shall contribute to the amount paid or payable by such indemnified
           party as a result of the losses, claims, damages or liabilities (or
           actions in respect thereof) referred to in subsection (a) or (b)
           above (i) in such proportion as is appropriate to reflect the
           relative benefits received by the indemnifying party or parties on
           the one hand and the indemnified party on the other from the exchange
           of the Securities, pursuant to the Registered Exchange Offer, or (ii)
           if the allocation provided by the foregoing clause (i) is not
           permitted by applicable law, in such proportion as is appropriate to
           reflect not only the relative benefits referred to in clause (i)
           above but also the relative fault of the indemnifying party or
           parties on the one hand and the indemnified party on the other in
           connection with the statements or omissions that resulted in such
           losses, claims, damages or liabilities (or actions in respect
           thereof) as well as any other relevant equitable considerations. The
           relative fault of the parties shall be determined by reference to,
           among other things, whether the untrue or alleged untrue statement of
           a material fact or the omission or alleged omission to state a
           material fact relates to information supplied by the Company on the
           one hand or such Holder or such other indemnified party, as the case
           may be, on the other, and the parties' relative intent, knowledge,
           access to information and opportunity to correct or prevent such
           statement or omission. The amount paid by an indemnified party as a
           result of the losses, claims, damages or liabilities referred to in
           the first sentence of this subsection (d) shall be deemed to include
           any legal or other expenses reasonably incurred by such indemnified
           party in connection with investigating or defending any action or
           claim which is the subject of this subsection (d). Notwithstanding
           any other provision of this Section 5(d), the Holders of the
           Securities shall not be required to contribute any amount in excess
           of the amount by which the net proceeds received by such Holders from
           the sale of the Securities pursuant to a Registration Statement
           exceeds the amount of damages which such Holders have otherwise been
           required to pay by reason of such untrue or alleged untrue statement
           or omission or alleged omission. No person guilty of fraudulent
           misrepresentation (within the meaning of Section 11(f) of the
           Securities Act) shall be entitled to contribution from any person who
           was not guilty of such fraudulent misrepresentation. For purposes of
           this paragraph (d), each person, if any, who controls such
           indemnified party within the meaning of the Securities Act or the
           Exchange Act shall have the same rights to contribution as such
           indemnified party, and each person, if any, who controls the Company
           within the meaning of the Securities Act or the Exchange Act shall
           have the same rights to contribution as the Company.


                                       15
<PAGE>
                      (e) The agreements contained in this Section 5 shall
           survive the sale of the Securities pursuant to a Registration
           Statement and shall remain in full force and effect, regardless of
           any termination or cancellation of this Agreement or any
           investigation made by or on behalf of any indemnified party.

           6 Liquidated Damages Under Certain Circumstances.

                      (a) Liquidated Damages (the "LIQUIDATED DAMAGES") with
           respect to the Securities shall be assessed as follows if any of the
           following events occur (each such event in clauses (i) through (iv)
           below being herein called a "REGISTRATION DEFAULT"):

                                 (i) the Company fails to file any of the
                      Registration Statements required by this Agreement on or
                      prior to the date specified for such filing;

                                 (ii) the Company fails to have any of the
                      Registration Statements required by this Agreement
                      declared effective by the Commission on or prior to the
                      date specified for such effectiveness (the "EFFECTIVENESS
                      TARGET DATE");

                                 (iii) the Company fails to consummate the
                      Registered Exchange Offer within 30 business days of the
                      Effectiveness Target Date with respect to the Exchange
                      Offer Registration Statement; or

                                 (iv) the Shelf Registration Statement or the
                      Exchange Offer Registration Statement is declared
                      effective but thereafter ceases to be effective or usable
                      in connection with resales of Transfer Restricted
                      Securities during the periods specified herein.

           Each of the foregoing will constitute a Registration Default whatever
           the reason for any such event and whether it is voluntary or
           involuntary or is beyond the control of the Company or pursuant to
           operation of law or as a result of any action or inaction by the
           Commission. The Company will provide the Trustee with written notice
           of any Registration Default immediately after the occurrence of such
           Registration Default.

           The Company and the Guarantors will pay Liquidated Damages, with
           respect to the first 90-day period immediately following the
           occurrence of the first Registration Default in an amount equal to
           $.05 per week per $1,000 principal amount of notes held by such
           Holder (the "LIQUIDATED DAMAGES AMOUNT").

                     The amount of the Liquidated Damages will increase by an
           additional $.05 per week per $1,000 principal amount of Initial
           Securities with respect to each subsequent 90-day period until all
           Registration Defaults have been cured, up to a maximum amount of
           Liquidated Damages for all Registration Defaults of $.25 per week per
           $1,000 principal amount of Initial Securities. Following the cure of
           all Registration Defaults, the accrual of Liquidated Damages will and
           the Company will provide written notice to the Trustee of such cure.


                                       16
<PAGE>
                      (b) A Registration Default referred to in Section 6(a)(iv)
           hereof shall be deemed not to have occurred and be continuing in
           relation to a Shelf Registration Statement or the related prospectus
           if (i) such Registration Default has occurred solely as a result of
           (x) the filing of a post-effective amendment to such Shelf
           Registration Statement to incorporate annual audited financial
           information with respect to the Company where such post-effective
           amendment is not yet effective and needs to be declared effective to
           permit Holders to use the related prospectus or (y) other material
           events, with respect to the Company that would need to be described
           in such Shelf Registration Statement or the related prospectus and
           (ii) in the case of clause (y), the Company is proceeding promptly
           and in good faith to amend or supplement such Shelf Registration
           Statement and related prospectus to describe such events; provided,
           however, that in any case if such Registration Default occurs for a
           continuous period in excess of 90 days, Liquidated Damages shall be
           payable in accordance with the above paragraph from the day such
           Registration Default occurs until such Registration Default is cured.

                      (c) Any amounts of Liquidated Damages due pursuant to
           Section 6(a) will be payable in cash on the regular interest payment
           dates with respect to the Initial Securities to the Global Note
           Holder by wire transfer of immediately available funds or by federal
           funds check and to Holders of Certificated Notes by wire transfer to
           the accounts specified by them or by mailing checks to their
           registered addresses if no such accounts have been specified.

                      (d) "TRANSFER RESTRICTED SECURITIES" means each Initial
           Security until (i) the date on which such Initial Security has been
           exchanged by a person other than a broker-dealer for a freely
           transferable Exchange Security in the Registered Exchange Offer, (ii)
           following the exchange by a broker-dealer in the Registered Exchange
           Offer of an Initial Security for an Exchange Security, the date on
           which such Exchange Security is sold to a purchaser who receives from
           such broker-dealer on or prior to the date of such sale a copy of the
           prospectus contained in the Exchange Offer Registration Statement,
           (iii) the date on which such Initial Security has been effectively
           registered under the Securities Act and disposed of in accordance
           with the Shelf Registration Statement or (iv) the date on which such
           Initial Security is distributed to the public pursuant to Rule 144
           under the Securities Act or is saleable pursuant to Rule 144(k) under
           the Securities Act.

           7 Rules 144 and 144A. The Company shall use its best efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely manner and, if at any time the Company is not required to file
such reports, it will, upon the request of any Holder of Securities, make
publicly available other information so long as necessary to permit sales of
their securities pursuant to Rules 144 and 144A. The Company covenants that it
will take such further action as any Holder of Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchaser upon request. Upon the request of any Holder of
Initial Securities, the Company shall deliver to such Holder a written statement


                                       17
<PAGE>
as to whether it has complied with such requirements. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.

           8 Underwritten Registrations. No person may participate in an
underwritten offering pursuant to any Shelf Registration Statement, unless such
Person (i) agrees to sell such Person's Transfer Restricted Securities on the
basis reasonably provide in customary underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements; and (ii) completes and
executes all customary documents reasonably required under the terms of such
underwriting arrangements.

           9 Miscellaneous.

                      (a) Remedies. The Company acknowledges and agrees that any
           failure by the Company to comply with its obligations under Sections
           1 and 2 hereof may result in material irreparable injury to the
           Initial Purchaser or the Holders for which there is no adequate
           remedy at law, that it will not be possible to measure damages for
           such injuries precisely and that, in the event of any such failure,
           the Initial Purchaser or any Holder may obtain such relief as may be
           required to specifically enforce the Company's obligations under
           Sections 1 and 2 hereof. The Company further agrees to waive the
           defense in any action for specific performance that a remedy at law
           would be adequate.

                      (b) No Inconsistent Agreements. The Company will not on or
           after the date of this Agreement enter into any agreement with
           respect to its securities that is inconsistent with the rights
           granted to the Holders in this Agreement or otherwise conflicts with
           the provisions hereof. The rights granted to the Holders hereunder do
           not in any way conflict with and are not inconsistent with the rights
           granted to the holders of the Company's securities under any
           agreement in effect on the date hereof.

                      (c) Amendments and Waivers. The provisions of this
           Agreement may not be amended, modified or supplemented, and waivers
           or consents to departures from the provisions hereof may not be
           given, except by the Company and the written consent of the Holders
           of a majority in principal amount of the Securities affected by such
           amendment, modification, supplement, waiver or consent.

                      (d) Notices. All notices and other communications provided
           for or permitted hereunder shall be made in writing by hand delivery,
           first-class mail, facsimile transmission, or air courier which
           guarantees overnight delivery:

                      (1) if to a Holder of the Securities, at the most current
           address given by such Holder to the Company.


                                       18
<PAGE>
                      (2) if to the Initial Purchaser:

                                        JEFFERIES & COMPANY, INC.
                                        520 Madison Avenue, 12th Floor
                                        New York, New York 10022
                                        Attn:  Lloyd H. Feller, Esq.
                                        Fax No: (212) 284-2111
                    with a copy to:

                                        Latham & Watkins LLP
                                        885 Third Avenue, Suite 1000
                                        New York, New York 10022
                                        Attention: Howard A. Sobel, Esq.
                                        Fax No.: (212) 751-4864

                      (3) if to the Company, at its address as follows:

                                        Barney's, Inc.
                                        575 Fifth Avenue, 11th Floor
                                        New York, New York  10017
                                        Attention: Marc Perlowitz, Esq.
                                        Fax No.: (212) 450-8480

                    with a copy to:

                                        Weil, Gotshal & Manges LLP
                                        767 Fifth Avenue
                                        New York, New York 10153-0119
                                        Attention: David P. Stone, Esq.
                                        Fax No.: (212) 833-3003

                      (4) if to the Trustee, at its address as follows:

                                        Wilmington Trust Company
                                        Rodney Square North
                                        1100 North Market Street
                                        Wilmington, Delaware 19890-0001
                                        Telecopier No.:  (302) 636-4143
                                        Attention:  Kristin Long

                    with a copy to:

                                        Winston & Strawn
                                        200 Park Avenue
                                        New York, New York 10166-4193
                                        Telecopier No.:  (212) 294-4700
                                        Attention:  Jeffrey H. Elkin, Esq.


                                       19
<PAGE>
                     All such notices and communications shall be deemed to have
           been duly given: at the time delivered by hand, if personally
           delivered; three business days after being deposited in the mail,
           postage prepaid, if mailed; when receipt is acknowledged by
           recipient's facsimile machine operator, if sent by facsimile
           transmission; and on the day delivered, if sent by overnight air
           courier guaranteeing next day delivery.

                      (e) Third Party Beneficiaries. It is expressly understood
           and agreed that each purchaser who purchases Initial Securities from
           the Initial Purchaser is intended to be a beneficiary of the
           Company's and the Guarantors' covenants contained in this Agreement
           to the same extent as if the Initial Securities were sold and those
           covenants were made directly to such purchaser by the Company and the
           Guarantors, and each such purchaser shall have the right to take
           action against the Company and each Guarantor to enforce, and obtain
           damages for any breach of, those covenants.

                      (f) Successors and Assigns. This Agreement shall be
           binding upon the Company and its successors and assigns.

                      (g) Counterparts. This Agreement may be executed in any
           number of counterparts and by the parties hereto in separate
           counterparts, each of which when so executed shall be deemed to be an
           original and all of which taken together shall constitute one and the
           same agreement.

                      (h) Headings. The headings in this Agreement are for
           convenience of reference only and shall not limit or otherwise affect
           the meaning hereof.

                      (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
           AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
           WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                      (j) Severability. If any one or more of the provisions
           contained herein, or the application thereof in any circumstance, is
           held invalid, illegal or unenforceable, the validity, legality and
           enforceability of any such provision in every other respect and of
           the remaining provisions contained herein shall not be affected or
           impaired thereby.

                      (k) Securities Held by the Company. Whenever the consent
           or approval of Holders of a specified percentage of principal amount
           of Securities is required hereunder, Securities held by the Company
           or its affiliates (other than subsequent Holders of Securities if
           such subsequent Holders are deemed to be affiliates solely by reason
           of their holdings of such Securities) shall not be counted in
           determining whether such consent or approval was given by the Holders
           of such required percentage.

                     [Remainder of Page Intentionally Blank]




                                       20
<PAGE>
           If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Issuer a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the Initial Purchaser, the Issuer and the Guarantors in accordance with
its terms.


                               Very truly yours,


                               BARNEY'S, INC.
                               BARNEYS NEW YORK, 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



                                       21
<PAGE>
                     This page is intentionally left blank.





















                                       22
<PAGE>
Accepted and Agreed to:
JEFFERIES & COMPANY, INC.



By: /s/ ADAM SOKOLOFF
   -------------------------------
    Name:  Adam Sokoloff
    Title: Managing Director





















                                       23
<PAGE>
                                     ANNEX A

           Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, for a period of 180 days after the
Expiration Date (as defined herein), it will make this Prospectus available to
any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."














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<PAGE>
                                     ANNEX B

           Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See "Plan of
Distribution."















                                       25
<PAGE>
                                     ANNEX C

                              PLAN OF DISTRIBUTION

           Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
This Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Initial Securities where such Initial Securities were
acquired as a result of market-making activities or other trading activities.
The Company has agreed that, for a period of 180 days after the Expiration Date,
it will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until __,
2003, all dealers effecting transactions in the Exchange Securities may be
required to deliver a prospectus.(1)

           The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Registered Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or negotiated prices. Any such resale may be made directly to purchasers
or to or through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer or the purchasers of any
such Exchange Securities. Any broker-dealer that resells Exchange Securities
that were received by it for its own account pursuant to the Registered Exchange
Offer and any broker or dealer that participates in a distribution of such
Exchange Securities may be deemed to be an "underwriter" within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities and
any commission or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that, by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

           For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Securities) other than commissions or concessions of any
brokers or dealers and will indemnify the Holders of the Securities (including
any broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


-------------------------
(1) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.


                                       26
<PAGE>
                                     ANNEX D

[ ]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

      Name:
            ----------------------------------------------
      Address:
              --------------------------------------------


If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.





















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