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                                                                Exhibit 10.22(a)

          Allonge to and endorsement of the Amended and Restated
          Non-Negotiable Limited Recourse Promissory Note dated
          as of November 5, 1993 from Norton Sperling to NORTON
          MCNAUGHTON OF SQUIRE, INC. in the principal amount of
          $920,000.

          Attached to the Non-Negotiable Limited Recourse Promissory Note, the
above-mentioned Amended and Restated Non-Negotiable Limited Recourse Promissory
Note and prior related allonge and this Allonge is a Second Amended and Restated
Non-Negotiable Limited Recourse Promissory Note, which Second Amended and
Restated Non-Negotiable Limited Recourse Promissory Note shall be an amendment
to the above-referenced Amended and Restated Non-Negotiable Limited Recourse
Promissory Note and shall be deemed to restate the above-referenced Amended and
Restated Non-Negotiable Limited Recourse Promissory Note in its entirety.

                                    ____________________________________
                                              Norton Sperling

                                    Dated:  As of July 15, 1994

ACCEPTED:

NORTON MCNAUGHTON OF SQUIRE, INC.



By: _______________________________
    Name:  Sanford Greenberg
    Title: Chief Executive Officer


                  SECOND AMENDED AND RESTATED NON-NEGOTIABLE
                       LIMITED RECOURSE PROMISSORY NOTE
                  ------------------------------------------
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$920,000
As of November 5, 1993                                      New York, New York


          FOR VALUE RECEIVED, Norton Sperling (the "Maker") hereby promises to
pay to Norton McNaughton of Squire, Inc., a New York corporation (the "Payee"),
at 463 Seventh Avenue, New York, New York 10018 (or at such other place as the
Payee may from time to time designate), the principal sum of Nine Hundred Twenty
Thousand Dollars ($920,000) in lawful money of the United States of America. The
principal amount hereof shall be payable, without necessity for notice or
demand, on November 5, 2003. The Maker also promises to pay interest on the
unpaid principal amount hereof in like money at such place from the date hereof
at the rate of 5.84% per annum. Such interest shall be payable annually on
November 5 in each year commencing November 5, 1994 and ending November 5, 2003,
at which time the principal amount of this Note then outstanding, together with
any outstanding accrued and unpaid interest thereon, shall be paid in full. This
Note is being issued by the Maker to evidence a loan (the "Loan") by the Payee
in the principal amount hereof made as of November 5, 1993.

          The Maker shall have the right, at his option, to prepay the principal
amount owing under this Note, in whole or in part at any time and from time to
time, without premium or penalty, together with all interest accrued through the
date of prepayment in respect of the principal amount hereof so prepaid. In
addition, on the date of each closing or settlement, as applicable, of the sale
or other transfer by or on behalf of the Maker of shares of common stock, $.01
par value (the "Common Stock"), of Norton McNaughton, Inc., a Delaware
corporation, owned by the Maker, the Maker shall apply the Percentage Amount (as
hereinafter defined) to the prepayment of the principal amount owing under this
Note, and shall also pay all interest accrued through the date of prepayment in
respect of the principal amount hereof so prepaid; provided that, if on the date
of any sale or other transfer of Common Stock by or on behalf of the Maker, the
fair market value of the Common Stock held by the Maker (determined immediately
prior to such sale or transfer) is equal to or less than twice the then
outstanding principal amount of this Note, then, notwithstanding the foregoing,
the Maker shall apply all of the Net Proceeds (as hereinafter defined) of any
such sale or transfer of Common Stock by or on behalf of the Maker to the
prepayment of the principal amount owing under this Note. For the purposes
hereof, (1) the term "Percentage Amount" shall mean a dollar amount determined
by multiplying (a) the Net Proceeds by (b) a fraction, the numerator of which is
the number of shares of Common Stock which are being sold or transferred by or
on behalf of the Maker in the particular case and the denominator of which is
795,450 (as such number shall be appropriately adjusted to take into account
stock splits, stock dividends or similar events in respect of the Common Stock)
and (2) the term "Net Proceeds" shall mean a dollar amount equal to the gross
proceeds from the sale or other transfer of Common Stock by or on behalf of the
Maker in the particular case less the normal and customary expenses incurred by
the Maker in connection with such sale or transfer and less any taxes payable by
the Maker in respect of such sale or transfer including, without limitation, any
capital gains taxes.

          The Payee shall have the right, without demand or notice, to
accelerate this Note and to declare the entire unpaid balance hereof and the
obligations evidenced hereby
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immediately due and payable and to seek and obtain payment of this Note upon the
occurrence of any of the following events of default (each, an "Event of
Default"), unless every such Event of Default shall have been made good and
cured: (a) the Maker fails to make payment or prepayment of principal or
interest under this Note when and as the same shall become due and payable or
(b) the Maker admits in writing his inability to pay his debts generally as they
become due, files a petition in bankruptcy or a petition to take advantage of
any bankruptcy, reorganization or insolvency act, makes an assignment for the
benefit of creditors, or, on a petition in bankruptcy filed against him, is
adjudicated a bankrupt, which judgment, order or decree shall not be appealed
within the permitted time period from the date of entry thereof and subsequently
vacated. Upon such declaration, the obligations evidenced by this Note shall be
immediately due and payable.

          In the event of any Event of Default hereunder, the Maker agrees to
pay to the Payee all costs and expenses, including without limitation reasonable
attorneys' fees and other legal expenses, incurred by the Payee in the
enforcement and collection of this Note.

          Notwithstanding anything to the contrary contained herein, the Maker
shall have no personal liability for the payment of the Loan or any interest in
respect thereof, it being expressly understood that the sole recourse of the
Payee against the Maker shall be limited to the Pledged Stock (as defined in the
Pledge Agreement dated as of January 14, 1994 made by the Maker in favor of the
Payee, as amended by the First Amendment to Pledge Agreement dated as of July
15, 1994 (the "Pledge Agreement")) pledged by the Maker under the Pledge
Agreement; provided, however, that (i) the Maker shall be fully and personally
liable hereunder for any and all costs and expenses, including reasonable
attorneys' fees and other legal expenses, referred to in the immediately
preceding paragraph, or incurred by the Payee in connection with any suit or
other action by the Maker that attempts to prevent or otherwise inhibit the
Payee from exercising any of its rights or remedies under this Note or the
Pledge Agreement and (ii) nothing contained herein shall prevent recourse to and
enforcement against the Pledged Stock under this Note and under the Pledge
Agreement.

          This Note shall be governed by and construed in accordance with the
laws of the State of New York and shall be binding upon the Maker, his heirs and
legal representatives and inure to the benefit of the Payee, its successors,
endorsees and assigns. If any term or provision of this Note shall be held
invalid, illegal or unenforceable, the validity of all other terms and
provisions hereof shall in no way be affected thereby.


                                                ___________________________
                                                      Norton Sperling