THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED  ("1933  ACT"),  AND  MAY  NOT BE  SOLD,  TRANSFERRED,  ASSIGNED  OR
HYPOTHECATED  UNLESS PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE
1933  ACT  COVERING  SUCH  SECURITIES  OR SUCH  SALE,  TRANSFER,  ASSIGNMENT  OR
HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.


                             ONEITA INDUSTRIES, INC.

                        10% SUBORDINATED PROMISSORY NOTE

                             DUE ____________, 2008(1)


$1,000,000.00                                        _________________, 1998(2)



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 Foothill Capital Corporation,  having an office at 11111
     Santa Monica  Boulevard,  Los Angeles,  California 90025, or its registered
     assigns  (the   "Holder"),   the  principal  sum  of  ONE  MILLION  DOLLARS
     ($1,000,000.00),  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.  Subject to Section 5 hereof, the entire principal amount hereof
     and any unpaid  accrued  interest  hereon  shall be due and  payable on the
     earliest to occur of (i) ____________,  2008(3),  (ii) a "Prepayment Event"
     (as  defined  below) or (iii) when  declared  due and payable by the Holder
     during the continuance of an Event of Default (as defined below). Except as
     expressly set forth herein,  payment for all amounts due hereunder shall be
     made in lawful money of the United  States of America.  This Note is issued
     pursuant to the [Plan of  Reorganization  of the Company dated ________ and
     confirmed by the United States  Bankruptcy Court for ___________ on _______
     (the  "Plan")]. 
-------------------------
1.   Insert  date 10 years after the  Effective  Date of the  Company's  Plan of
     Reorganization
2.   Insert the Effective Date of the Company's Plan of Reorganization.
3.   Insert  date 10 years after the  Effective  Date of the  Company's  Plan of
     Reorganization.
<PAGE>
     1.  Definitions.  As used in this Note,  the  following  terms,  unless the
context otherwise requires, have the following meanings:

     "Company"  includes  any  person  which  shall  succeed  to or  assume  the
obligations of the Company under this Note.

     "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.

     "Cash Pay  Interest  Event"  shall  mean the final  payment  in full of all
principal, interest, fees and other amounts due on the Senior Notes.

     "Change of Control" shall mean the  acquisition  of ownership,  directly or
indirectly,  beneficially  or of  record,  by any  Person or group  (within  the
meaning of the  Securities  Exchange Act of 1934 and the rules of the Securities
and Exchange  Commission  thereunder  as in effect on the date hereof) of shares
representing more than 50% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Company.

     "Prepayment  Event" shall mean the sale of all or substantially  all of the
assets of the Company or a Change of Control.

     "Senior  Notes"  shall mean the notes  issued  under a Senior  Secured Note
Agreement dated on about the Effective Date of the Plan in the principal  amount
of $37.5 million.

     "Significant  Subsidiary" shall mean any domestic subsidiary of the Company
whose assets or annual net income for any calendar year comprises more than [ ]%
of the assets or annual net  income,  respectively,  of the  Company and all its
subsidiaries  on a  consolidated  basis,  all as calculated  in accordance  with
generally accepted accounting principles consistently applied.

     2.  Interest.  (a) The unpaid  principal  balance of this Note from time to
time shall bear  interest from the date hereof until paid at a rate equal to ten
percent (10%) per annum,  such interest to be payable on  _______________(4)  in
each year in the manner set forth in Section 2(b) below. Any accrued but unpaid

-----------------------

4    Interest  is to be payable  semiannually.  Insert  the dates  which are the
     first  days  of  the  first  months  to  occur  6 and 12  complete  months,
     respectively,   after  the  Effective   Date  of  the  Company's   Plan  of
     Reorganization.  For example,  if the Effective Date were October 28, 1998,
     insert "May 1 and November 1".

<PAGE>

interest  shall be  payable  in full upon the date  which is the  earlier of (i)
maturity of this Note and (ii) the occurrence of a Cash Interest  Payment Event.
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 first
sentence  of this  paragraph  plus  two  percent  (2%) per  annum on the  unpaid
principal balance of this Note from time to time and, to the extent permitted by
law, on any unpaid installment of interest until such balance is paid.

     (b) Payments of interest shall be made in additional notes of like tenor to
this Note, issued on the date such payment is due, dated their date of issuance,
and in a principal  amount equal to the  aggregate  amount of the interest  then
payable to the Holder of this Note and any previously issued note of like tenor;
provided;  however,  that current  interest  shall be paid in cash following the
occurrence of the Cash Pay Interest Event.  Any such  additional  notes shall be
sent to the Holder on the day of issuance in the manner  provided for the giving
of notices under this Note.

     3.  Payments.  If any  payment of  principal  of or  interest  on this Note
becomes due and payable on a day which is not a Business Day (as defined below),
the due date thereof shall be automatically  extended to the next succeeding day
which is a Business Day, and interest  shall  continue to accrue during any such
extension  and such  additional  interest  shall also be due and payable on such
next  succeeding  Business Day.  "Business  Day" shall mean any day other than a
Saturday,  Sunday or other day on which commercial banks in the City of New York
are required or authorized to close.

     4.  Events of  Default.  Subject to  Section 5 below,  if any of the events
specified in this Section 4 shall occur (each an "Event of Default"), the Holder
of this Note may, in the sole  discretion of the Holder,  after giving effect to
any grace period herein  provided,  by notice to the Company  declare the entire
principal  of and  unpaid  accrued  interest  on this Note  immediately  due and
payable,  whereupon  the same shall  become  forthwith  due and payable  without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby waived by the Company:

     (a) (i) Default  shall occur in the payment of  principal  of this Note for
more than ten (10) days after the date when due; or (ii) default  shall occur in
the payment,  in the manner herein  provided,  of accrued  interest on this Note
when due and payable if such  default in the payment of accrued  interest is not
cured by the  Company  within  thirty  (30) days  after the Holder has given the
Company written notice of such default; or
<PAGE>
     (b) the Company or any Significant  Subsidiary (i) shall make an assignment
for the benefit of creditors,  (ii) shall be adjudicated  bankrupt or insolvent,
(iii) shall seek the appointment of, or be the subject of an order appointing, a
trustee,  liquidator  or receiver as to all or any material  part of its assets,
(iv) shall  commence,  approve or consent to, any case or  proceeding  under any
bankruptcy,  reorganization  or similar law and,  in the case of an  involuntary
case or proceeding, such case or proceeding is not dismissed within seventy-five
(75) days following the commencement  thereof, or (v) shall be the subject of an
order for relief in an involuntary case under federal bankruptcy law; or

     (c) Any event of default or default  shall occur with respect to any Senior
Indebtedness  (as  defined  below)  an  aggregate   principal  amount  exceeding
$2,000,000  and such Senior  Indebtedness  is in fact  accelerated in accordance
with the provisions of the agreement or instrument pursuant to which such Senior
Indebtedness exists; or

     (d) any order,  judgment or decree is entered in any proceeding against the
Company or any Significant  Subsidiary  decreeing the dissolution of the Company
or such  Significant  Subsidiary  and such  order,  judgment  or decree  remains
unstayed and in effect for more than sixty (60) days.

     5.  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 Senior Indebtedness,  as
hereinafter defined.

     5.1.  Senior  Indebtedness.   As  used  in  this  Note,  the  term  "Senior
Indebtedness"  shall mean the  principal of,  premium,  if any,  unpaid  accrued
interest  including  post-petition  interest (whether or not such interest is an
allowable  claim in a bankruptcy  proceeding) and any other unpaid amounts on or
in respect of: (i) all indebtedness of the Company under the Senior Notes,  (ii)
all indebtedness of the Company to banks, insurance companies or other financial
institutions  regularly  engaged in the  business of lending  money which is for
money borrowed by the Company (whether or not secured),  (iii) any refinancings,
extensions,  or replacements of any of the indebtedness described in clauses (i)
through (ii) above and (iv) any  indebtedness the terms of which provide that it
is senior to this Note.

     5.2.  Insolvency,  Etc.  In the  event  of  any  insolvency  or  bankruptcy
proceedings, and any receivership, liquidation,  reorganization,  arrangement or
other similar  proceedings  in connection  therewith,  commenced  after the date
hereof,  relative  to  the  Company  or to its  creditors,  as  such,  or to the
Company's  property,   and  in  the  event  of  any  proceedings  for  voluntary
liquidation, dissolution or other winding-up of the Company, commenced after the
date hereof,  whether or not involving insolvency or bankruptcy,  the holders of

<PAGE>

the Senior  Indebtedness  shall be  entitled  to receive  payment in full of all
principal,  premium and interest and any and all other  amounts on or in respect
of all Senior Indebtedness before the Holder of this Note is entitled to receive
any payment on account of principal,  premium or interest or any other amount on
or in respect of this Note,  except that,  pursuant to a plan of  reorganization
reasonably  satisfactory  to the holders of Senior  Indebtedness,  the holder of
this Note may receive debt  securities that are subordinate at least to the same
extent  as  this  Note  is  subordinated  to  (a)  Senior  Indebtedness,  or (b)
securities issued in exchange for Senior Indebtedness.

     5.3.  Prior  Payment  of Senior  Indebtedness.  The  holders  of the Senior
Indebtedness  shall  be  entitled  to  receive  payment  in full  of all  Senior
Indebtedness  before (i) the  Holder of this Note is  entitled  to  receive  any
payment on account of the principal, premium, interest, fees or any other amount
on account of this Note or (ii) any repurchase,  redemption or other  retirement
(whether  at the option of the Holder or  otherwise)  of this Note is made.  The
Holder of this Note agrees not to seek any remedy allowed at law or at equity to
enforce payment of this Note until the holders of the Senior  Indebtedness  have
received payment in full of all such amounts.

     5.4. Default on Senior Indebtedness. In the event that any default or event
of default shall occur and be continuing with respect to any Senior Indebtedness
permitting the holders or any holder of such Senior Indebtedness, or any portion
thereof,  to accelerate  the maturity  thereof,  no payment or prepayment of any
principal,  premium,  interest, fees or any other amount on account of this Note
and no repurchase,  redemption or other retirement (whether at the option of the
Holder or otherwise) of this Note shall be made during the  continuance  of such
default or event of default.

     5.5. Turnover.  In the event that,  notwithstanding  the foregoing Sections
5.2,  5.3 or 5.4,  any payment or  distribution  of assets of the Company of any
kind or character (whether in cash,  property or securities) which is prohibited
by any one or more of such  paragraphs  shall be  received by the Holder of this
Note before all Senior  Indebtedness  is paid in full,  or provision is made for
such  payment  satisfactory  to the  holders  of the Senior  Indebtedness,  such
payment or distribution  shall be held in trust for the benefit of, and shall be
promptly paid over or delivered to, the holders of such Senior  Indebtedness (or
their  representative(s)),   as  their  respective  interests  may  appear,  for
application to the payment of all Senior  Indebtedness  remaining  unpaid to the
extent necessary to pay such Senior  Indebtedness in full in accordance with its
terms,  after giving effect to any  concurrent  payment or  distribution  to the
holders of such Senior Indebtedness.

     5.6. No Prejudice. No present or future holder of Senior Indebtedness shall
be prejudiced in its right to enforce  subordination  of this Note by any act or
failure to act on the part of the Company.  The provisions of this Section 5 are
solely for the purpose of defining the relative  rights of the holders of Senior
Indebtedness  on the one hand and the Holder of this Note on the other hand, and

<PAGE>

nothing  herein  shall impair as between the Company and the Holder of this Note
the obligation of the Company,  which is unconditional  and absolute,  to pay to
the Holder hereof the principal of,  premium,  if any, and interest on this Note
in accordance  with its terms,  nor shall anything  herein prevent the Holder of
this Note from  exercising all remedies  otherwise  permitted by applicable law,
subject  to the  provisions  hereof,  or  pursuant  to this  Note  upon  default
hereunder,  subject to the rights,  if any,  under this Section 5 of a holder of
Senior Indebtedness to receive cash, property or securities otherwise payable or
deliverable to the Holder of this Note.

     5.7. 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 this Section 5 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
holders of Senior  Indebtedness to which the Holder would be entitled except for
the  provisions  of this  Section  5  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.

     5.8.  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  holder  of any  Senior  Indebtedness  in  order to
implement the foregoing provisions of this Section 5.

     6.  Prepayment.  Subject to any  restrictions in any instrument under which
any Senior  Indebtedness  is  outstanding,  the Company may at its option prepay
this Note,  in whole or in part,  together  with the  payment of any accrued and
unpaid interest on the amount prepaid, without premium or penalty.

     7.  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, return
receipt  requested,  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:

                    Mr. William Boyd
                    Oneita Industries, Inc.
                    4130 Faber Place Drive
                    Suite 200
                    Charleston, S.C. 29405

<PAGE>
     and copies of all notices to Foothill Capital Corp. shall be given to:


               ------------------------------
               ------------------------------
               ------------------------------
               ------------------------------

     8.  Collection.  If the  Holder  shall  institute  any  action  to  enforce
collection of this Note, and shall be successful in such litigation, there shall
become due and payable from the Company,  in addition to the unpaid principal of
and  interest on this Note,  all  reasonable  costs and  expenses of that action
(including  reasonable  attorneys'  fees) and the Holder  shall be  entitled  to
judgment for all such additional amounts.

     9. No  Waiver;  Amendment.  This  Note  may  not be  amended,  modified  or
discharged, nor may any provision hereof be waived, orally, by course of dealing
or otherwise, unless such amendment, modification,  discharge or waiver shall be
in writing and duly executed by the Holder. The non-exercise by the Holder or by
the  holder(s)  of  the  Senior  Indebtedness  of any  right  or  remedy  in any
particular  instance  shall not constitute a waiver thereof in that or any other
instance.

     10.  Usury.  It is the intent of the  Company and the Holder to contract in
accordance with any and all applicable  usury laws. If any obligation  hereunder
shall exceed any applicable usury limit, then the obligation shall automatically
be reduced to such  limit,  and any amount paid in excess of such limit shall be
applied to the payment of  principal  rather than  interest,  and any  remaining
excessive  interest  shall be refunded to the Company,  which refund the Company
agrees to accept.

     11.  Binding  Effect;  Assignment.  This  Note  shall be  binding  upon the
successors  and  assigns of the  Company  and shall  inure to the benefit of the
Holder and its  successors,  and  assigns.  The  Company may treat the person in
whose name this Note is  registered as the owner and holder of this Note for the
purpose of  receiving  payment of principal of and interest on this Note and for
all other purposes whatsoever, and the Company shall not be affected or bound by
any notice to the contrary.  By its  acceptance of this Note,  the Holder hereof
agrees to the terms and  conditions of this Note,  including  the  subordination
provisions  set forth in Section 5 for the  benefit of the holders of the Senior
Indebtedness.
<PAGE>
     12.  Severability.  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.

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

     14. 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 duly  executed
and delivered as of the date first set forth above.



                                        ONEITA INDUSTRIES, INC.



                                        By:
                                           -----------------------------------
                                             Name:
                                             Title:

     ACCEPTED:

     FOOTHILL CAPITAL CORP.



     By:
        ----------------------------------------
          Name:
          Title: