ONEITA INDUSTRIES, INC.

                        10% SUBORDINATED PROMISSORY NOTE


$7,500,000.00                             Charleston, South Carolina
                                                    January 26, 1996

     ONEITA  INDUSTRIES,  INC.,  a Delaware  corporation  (the  "Company"),  the
principal  office of which is  located at 4130 Faber  Place,  Suite 200,  Ashley
Corporate  Center,  Charleston,  South Carolina 29405, for value received hereby
promises  to  pay to  AVONDALE  MILLS,  INC.,  or its  registered  assigns  (the
"Holder"),   the  sum  of  SEVEN  MILLION  FIVE  HUNDRED   THOUSAND  AND  00/100
($7,500,000.00),  or such  lesser  amount as shall  then  equal the  outstanding
principal  amount  hereof  on the terms and  conditions  set forth  hereinafter.
Interest on the unpaid  principal  amount  hereof shall be payable as herein set
forth.  The entire  principal  amount  hereof and any  unpaid  accrued  interest
hereon, as set forth below,  shall be due and payable on the earlier to occur of
(i) February 26, 1999, or (ii) when  declared due and payable by the Holder upon
the  occurrence  of an Event of Default  (as  defined  below).  Payment  for all
amounts due hereunder  shall be made by wire transfer of  immediately  available
funds to such  account  of the  Holder  as shall  have  been  designated  to the
Company.  This Note is issued in connection with the  transactions  described in
Section 1.1 of that certain Note Purchase  Agreement between the Company and the
Holders  described  therein,  dated  as of  December  28,  1995  (the  "Purchase
Agreement").  Capitalized terms used and not otherwise defined herein shall have
the  meanings  ascribed  to them in the  Purchase  Agreement.  This  Note is the
Avondale  Note  referred  to in the  Purchase  Agreement.  As set  forth  in the
Purchase  Agreement,  the Company  anticipates  effecting a Rights  Offering to,
among other things, raise the funds necessary to repay this Note. Moreover,  the
holder of this Note has agreed,  subject to the prior  receipt by the Company of
all requisite  consents,  including,  if  necessary,  that of the New York Stock
Exchange (the "NYSE") and/or the Company's  stockholders,  to serve as a standby
purchaser of the Company in the Rights Offering. Notwithstanding anything to the
contrary  set  forth  herein,  the  Holder  of this  Note  may  apply  the  then
outstanding  amount of all principal and accrued and unpaid  interest under this
Note to satisfy its obligations as a standby  purchaser in the Rights  Offering.
In the event that the Rights Offering is not consummated  prior to May 31, 1996,
or upon the occurrence of any of the other events  referred to in Section 4.1 of
the Purchase  Agreement,  then the Holder may, commencing at the Conversion Date
(as such term is defined in the Purchase Agreement),  exchange this Note for the
Avondale Replacement Note (as such term is defined in the Purchase Agreement) on
the terms set forth in the Purchase Agreement (a "Note Exchange").

     The  following  is a statement of the rights of the Holder of this Note and
the conditions to which this Note is subject, and to which the Holder hereof, by
the acceptance of this Note, agrees:

     1  Definitions.  As used in this  Note,  the  following  terms,  unless the
context otherwise requires, have the following meanings:
<PAGE>

     (i) "Company" includes any corporation which shall succeed to or assume the
obligations of the Company under this Note.

     (ii) "Holder," when the context refers to a holder of this Note, shall mean
any person who shall at the time be the registered holder of this Note.

     2. Interest.  The unpaid principal  balance of the Note shall bear interest
compounded  annually,  from the date hereof until paid in like money,  at a rate
(based on a 360-day year) equal to ten percent (10%) per annum, such interest to
be  payable on June 30 and  December  31 in each year.  Any  accrued  but unpaid
interest  shall be payable in full upon  maturity  or prior  prepayment  of this
Note.  In the event that the  principal  amount of this Note is not paid in full
upon  maturity,  interest  shall  continue to accrue at the rate provided in the
previous  sentence plus five percent (5%) on the balance of any unpaid principal
and unpaid interest until such balance is paid.

     3.  Events of Default.  If any of the events  specified  in this  Section 3
shall occur  (herein  individually  referred to as an "Event of  Default"),  the
Holder of this Note may, in the sole  discretion of the Holder,  so long as such
condition  exists,  (a) declare the entire principal and unpaid accrued interest
hereon immediately due and payable, and (b) effect a Note Exchange, by notice in
writing to the Company:

     (i) (a) Default in the payment of the  principal  when due under this Note,
the Initial Gintel Note or the Gintel  Subordinated Note, and (b) default in the
payment of the unpaid accrued  interest under this Note, the Initial Gintel Note
or the Gintel  Subordinated  Note,  when due and payable if such  default in the
payment of accrued  interest  is not cured by the  Company  within ten (10) days
after the Holder or Robert  Gintel,  as the case may be,  has given the  Company
written notice of such default; or

     (ii)  The  institution  by  the  Company  or  any  material  Subsidiary  of
proceedings to be adjudicated as bankrupt or insolvent,  or the consent by it to
institution of bankruptcy or insolvency  proceedings against it or the filing by
it of a petition or answer or consent  seeking  reorganization  or release under
the federal Bankruptcy Act, or any other applicable federal or state law, or the
consent  by it to the  filing  of any  such  petition  or the  appointment  of a
receiver, liquidator, assignee, trustee or other similar official of the Company
or any material Subsidiary,  or of any substantial part of its property,  or the
making by it of an  assignment  for the benefit of  creditors,  or the taking of
corporate action by the Company or any material Subsidiary in furtherance of any
such action; or

     (iii) If,  within  sixty  (60) days  after  the  commencement  of an action
against  the  Company  or any  material  Subsidiary  (and  service of process in
connection  therewith  on the Company or any  material  Subsidiary)  seeking any
bankruptcy,  insolvency,  reorganization,  liquidation,  dissolution  or similar
relief under any present or future statute, law or regulation, such action shall
not have been resolved in favor of the Company or any material Subsidiary or all
orders or proceedings thereunder affecting the operations or the business of the
Company or any material  Subsidiary  stayed, or if the stay of any such order or
proceeding  shall  thereafter be set aside,  or if, within sixty (60) days after

<PAGE>

the  appointment  without  the  consent or  acquiescence  of the  Company or any
material Subsidiary of any trustee, receiver or liquidator of the Company or any
material  Subsidiary or of all or any substantial  part of the properties of the
Company  or any  material  Subsidiary,  such  appointment  shall  not have  been
vacated; or

     (iv) Any event of  default  or  default  of the  Company  under any  Senior
Indebtedness  (as  defined  below)  that gives the holder  thereof  the right to
accelerate such Senior Indebtedness, even if such Senior Indebtedness is not, in
fact, accelerated by the holder; or

     (v) Any failure by the Company to comply with, perform or observe any term,
covenant or  agreement  contained  in the  Purchase  Agreement,  this Note,  the
Initial  Gintel Note, the Gintel  Subordinated  Note,  the  Registration  Rights
Agreement, the Standby Agreement or any other agreement, instrument or documents
entered into in connection therewith, which failure continues for a period of 30
days after written notice thereof by the Holder to the Company; or

     (vi) Any change of control  of the  Company  which,  for  purposes  of this
Section  3(vi),  shall be deemed to have occurred if (i) any person,  other than
any person who, as of the date of the Purchase  Agreement,  beneficially owns 5%
or more of the  outstanding  capital  stock of the Company,  whether alone or as
part of a group (including any individual,  firm,  partnership or other entity),
together with all  Affiliates and Associates (as defined under Rule 12b-2 of the
General Rules and Regulations  promulgated under the Securities  Exchange Act of
1934, as amended) of such person, but excluding (A) a trustee or other fiduciary
holding  securities  under  an  employee  benefit  plan  of the  Company  or any
subsidiary of the Company, (B) a corporation owned,  directly or indirectly,  by
the stockholders of the Company in  substantially  the same proportions as their
ownership of the Company or (C) the Company or any  subsidiary of the Company is
or becomes the Beneficial Owner (as defined in Rule 13d-3  promulgated under the
Exchange Act), directly or indirectly, of securities of the Company representing
50% or more of the  combined  voting  power of the  Company's  then  outstanding
securities,   (ii)  the   stockholders  of  the  Company  approve  a  merger  or
consolidation of the Company with any other corporation,  other than a merger or
consolidation  that  would  result  in the  voting  securities  of  the  Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  at least  80% of the  combined  voting  power of the  voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or (iii) the stockholders of the Company approve a
plan of  complete  liquidation  of the Company or an  agreement  for the sale or
disposition by the Company of all or substantially  all of the Company's assets;
or

     (vii) the Company or any  material  Subsidiary  shall be subject to a final
judgment  by a  court  of  competent  jurisdiction  (which  is no  longer  being
appealed) in an amount in excess of $1,000,000.

     4.  Subordination.  The  indebtedness  evidenced  by this  Note  is  hereby
expressly  subordinated,  to the extent and in the manner hereinafter set forth,
in right of payment to the prior  payment  in full of all the  Company's  Senior
Indebtedness, as hereinafter defined.

     4.1  Senior   Indebtedness.   As  used  in  this  Note,  the  term  "Senior
Indebtedness"  shall mean the principal of and unpaid  accrued  interest on: (i)
all indebtedness of the Company  concurrently being incurred by the Company with

<PAGE>

SunTrust  Bank,  Atlanta,  First Union Bank of South  Carolina and NatWest Bank,
N.A.,  (ii) all  indebtedness  of the Company to banks,  insurance  companies or
other financial  institutions regularly engaged in the business of lending money
(collectively,  "Bank Debt"),  which is outstanding on the date hereof and which
is for money  borrowed by the Company  (whether or not secured),  (iii) up to $6
million of  additional  Bank Debt  provided  that such  additional  Bank Debt is
advanced  to the Company  prior to such time as the  conversion  privileges  set
forth in the  Avondale  Replacement  Note and the Gintel  Replacement  Note have
either been  exercised in their  entirety,  canceled or terminated  and (iv) any
refinancings of the indebtedness described in clauses (i) through (iii) above.

     4.2 Default on Senior Indebtedness. If there should occur any receivership,
insolvency, assignment for the benefit of creditors, bankruptcy,  reorganization
or arrangements  with creditors  (whether or not pursuant to bankruptcy or other
insolvency laws),  sale of all or substantially all of the assets,  dissolution,
liquidation  or any other  marshalling  of the  assets  and  liabilities  of the
Company,  then (i) no amount  shall be paid by the  Company  in  respect  of the
principal of or interest on this Note at the time outstanding,  unless and until
the principal of and interest on the Senior  Indebtedness then outstanding shall
be paid in full,  and (ii) no  claim or proof of claim  shall be filed  with the
Company by or on behalf of the  Holder of this Note that shall  assert any right
to receive any  payments  in respect of the  principal  of and  interest on this
Note,  except subject to the payment in full of the principal of and interest on
all of the Senior  Indebtedness  then  outstanding.  If there occurs an Event of
Default that has been  declared in writing with respect to a payment  obligation
under any  Senior  Indebtedness,  or in the  instrument  under  which any Senior
Indebtedness is outstanding,  permitting the holder of such Senior  Indebtedness
to accelerate the maturity thereof, then, unless and until such Event of Default
shall  have been cured or waived or shall  have  ceased to exist,  or all Senior
Indebtedness  shall have been paid in full,  no payment shall be made in respect
of the  principal  of or interest on this Note,  unless  within three (3) months
after the  happening  of such Event of  Default,  the  maturity  of such  Senior
Indebtedness shall not have been accelerated.

     4.3 Effect of Subordination.  Subject to the rights, if any, of the holders
of Senior Indebtedness under this Section 4 to receive cash, securities or other
properties  otherwise payable or deliverable to the Holder of this Note, nothing
contained in this Section 4 shall impair, as between the Company and the Holder,
the obligation of the Company,  subject to the terms and conditions  hereof,  to
pay to the Holder the principal  hereof and interest hereon as and when the same
become due and payable,  or shall prevent the Holder of this Note,  upon default
hereunder,  from exercising all rights,  powers and remedies  otherwise provided
herein or by applicable law.

     4.4 Subrogation.  Subject to the payment in full of all Senior Indebtedness
and until this Note shall be paid in full, the Holder shall be subrogated to the
rights of the  holders  of Senior  Indebtedness  (to the extent of  payments  or
distributions previously made to such holders of Senior Indebtedness pursuant to
the  provisions of Section 4.2 above) to receive  payments or  distributions  of
assets of the Company applicable to the Senior Indebtedness. No such payments or
distributions  applicable  to the Senior  Indebtedness  shall,  as  between  the
Company and its creditors, other than the holders of Senior Indebtedness and the
Holder,  be deemed to be a payment by the Company to or on account of this Note;
and for the purposes of such  subrogation,  no payments or  distributions to the

<PAGE>

holders of Senior  Indebtedness to which the Holder would be entitled except for
the  provisions  of this  Section  4  shall,  as  between  the  Company  and its
creditors,  other than the holders of Senior  Indebtedness  and the  Holder,  be
deemed  to be a  payment  by  the  Company  to  or  on  account  of  the  Senior
Indebtedness.

     4.5  Undertaking.  By its  acceptance  of this Note,  the Holder  agrees to
execute and deliver such  documents as may be reasonably  requested from time to
time by the  Company  or the  lender  of any  Senior  Indebtedness  in  order to
implement the foregoing provisions of this Section 4.

     5.   Prepayment.

     5.1 Optional Prepayment.  The Company may not prepay this Note, in whole or
in part,  without the prior  consent of the Holder hereof and the holders of the
Initial  Gintel Note and the Gintel  Subordinated  Note.  If the  Company  shall
prepay this Note  pursuant to this  Section 5, it shall  cause  notice  thereof,
specifying  the date and  amount of  prepayment,  to be given by  registered  or
certified  mail to the  holders  of the  Initial  Gintel  Note  and  the  Gintel
Subordinated Note at their last-known post office addresses of which the Company
shall have received written notice, at least 10 days prior to the date fixed for
such prepayment. Notice of prepayment having been given as aforesaid, this Note,
the  Initial  Gintel  Note and the Gintel  Subordinated  Note,  or the  portions
thereof so to be prepaid shall,  on the date  designated in such notice,  become
due and payable in the  principal  amounts  thereof to be prepaid.  In the event
that this Note, the Initial Gintel Note and/or the Gintel  Subordinated Note are
outstanding  and a partial  prepayment is made,  each of this Note,  the Initial
Gintel  Note and the Gintel  Subordinated  Note shall be prepaid pro rata to the
then outstanding principal amounts thereof.

     5.2 Mandatory  Prepayment.  The Company shall  immediately use any proceeds
received by it from any  stockholder  of the Company  upon the  exercise by such
stockholder of rights issued in the Rights Offering, to repay, pro rata with the
Initial  Gintel  Note,  based  upon the then  outstanding  principal  amount  in
relation to the then  outstanding  principal  amount of the Initial Gintel Note,
the outstanding  principal amount and any unpaid and accrued interest  hereunder
and the Holder hereof shall accept such prepayment.

     6.   Notifications by the Company.  In case at any time:

     (1) there  shall be any  capital  reorganization,  reclassification  of the
capital  stock of the Company,  consolidation  or merger of the Company with, or
sale of all or  substantially  all of the  assets  of the  Company  to,  another
corporation; or

     (2) there shall be a voluntary or involuntary  dissolution,  liquidation or
winding-up of the Company;

then,  in any one or more of such  cases,  the Company  shall give  written
notice  to the  registered  Holder  of this  Note  of the  date  on  which  such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation  or  winding-up  shall take place,  as the case may be. Such written
notice  shall be given not less than 30 days and not more than 60 days  prior to
the action in question and not less than 30 days and not more than 80 days prior

<PAGE>

to the record date or the date on which the Company's  transfer books are closed
in respect  thereto and such notice may state that the record date is subject to
the effectiveness of a registration  statement under the Securities Act of 1933,
as amended, or to a favorable vote of stockholders, if either is required.

     7. Assignment.  The rights and obligations of the Company and the Holder of
this Note shall be binding  upon and benefit  the  successors,  assigns,  heirs,
administrators and transferees of the parties.

     8.  Notices.  Any  notice,  request  or  other  communication  required  or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given if  personally  delivered or mailed by  registered  or  certified  mail or
overnight courier,  postage prepaid, at the respective  addresses of the parties
as set forth herein.  Any party hereto may by notice so given change its address
for future notice  hereunder.  Notice shall  conclusively be deemed to have been
given when  delivered  in the manner set forth above and shall be deemed to have
been  received  when  delivered.  Copies of all notices to the Company  shall be
given to:

              Blau, Kramer, Wactlar & Lieberman, P.C.
              100 Jericho Quadrangle
              Jericho, New York  11753
              Attention:  Edward I. Kramer

and copies of all notices to Avondale Mills, Inc. shall be given to:

              King & Spalding
              191 Peachtree Street
              Atlanta, Georgia  30303
              Attention:  Michael J. Egan III

     9. No Stockholder Rights. Nothing contained in this Note shall be construed
as  conferring  upon the  Holder  or any  other  person  the right to vote or to
consent  or to  receive  notice as a  stockholder  in  respect  of  meetings  of
stockholders  for the election of directors of the Company or any other  matters
or any rights whatsoever as a stockholder of the Company.

     10.  Collection.  If the  Holder  shall  institute  any  action to  enforce
collection of this Note, there shall become due and payable from the Company, in
addition to the unpaid  principal amount and interest under this Note, all costs
and  expenses  of  that  action  (including,  but  not  limited  to,  reasonable
attorneys'  fees) and the Holder  shall be  entitled  to  judgment  for all such
additional amounts.

     11.  Governing  Law.  This Note is executed and  delivered in, and shall be
construed  in  accordance  with,  and  governed by, the laws of the State of New
York, without giving effect to the conflicts of law principles thereof.

     12. Headings; References. All headings used herein are used for convenience
only and shall not be used to  construe or  interpret  this Note.  Except  where
otherwise indicated, all references herein to Sections refer to Sections hereof.
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Note to be issued this 26th
day of January, 1996.

                               ONEITA INDUSTRIES, INC.


                               By /s/ James L. Ford
                                 --------------------------------