REGISTRATION RIGHTS AGREEMENT


     AGREEMENT  dated as of January 26, 1996,  by and among  ONEITA  INDUSTRIES,
INC., a Delaware corporation (the "Company"),  and each of the persons listed on
Schedule I annexed hereto  (collectively,  the "Holders" and  individually,  the
"Holder").

                        W I T N E S S E T H:

     WHEREAS,  pursuant to a Note  Purchase  Agreement  dated as of December 28,
1995 (the "Purchase  Agreement"),  by and among the Company and the Holders, the
Company is selling  certain  subordinated  promissory  notes of the Company (the
"Notes") in the aggregate principal amount of $15,000,000, one of which Notes is
in the principal  amount of $7,500,000 and is  exchangeable  as herein  provided
(the "Avondale  Note") and another of which Notes is in the principal  amount of
$3,750,000  and may be  exchangeable  as herein  provided (the  "Initial  Gintel
Note");

     WHEREAS,  the Company  intends to make a common stock rights  offering (the
"Rights  Offering") to the holders of shares of the Company's common stock, $.25
par value per share (the "Common Stock"),  and the Holders are willing to act as
standby  purchasers  with respect to the Rights  Offering  pursuant to a standby
agreement among the Company and the Holders (the "Standby Agreement");

     WHEREAS, as set forth in the Purchase  Agreement,  if, (a) by May 31, 1996,
the Rights Offering is not  consummated,  or (b) an "Event of Default occurs (as
defined in the Avondale Note or the Initial Gintel Note) or, if prior to May 31,
1996,  (c) the  stockholders  of the  Company  vote to not  approve  the  Rights
Offering  and  the  transactions   contemplated  thereby  and  in  the  Purchase
Agreement,  (d) the Company publicly announces that it will not proceed with the
Rights Offering or (e) any other event takes place which effectively prohibits

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the Company from lawfully  consummating the Rights Offering by May 31, 1996
(the date of  occurrence  of any of the events  described in clauses (a) through
(e) above being referred to as the  "Conversion  Date"),  then the Holders shall
have the right (subject,  in the case of Robert Gintel, to the Company's receipt
of any requisite  consents) to exchange the Avondale Note and the Initial Gintel
Note for  certain  convertible  10%  subordinated  notes of the  Company in like
principal  amounts  (the  "Replacement  Notes"),  such  Replacement  Notes to be
convertible  into shares of Common Stock of the Company at the rate of $7.00 per
share;

     WHEREAS,  in  connection  with the sale by the  Company of the  Notes,  the
Company is agreeing, subject to its prior receipt of all requisite approvals and
consents,  including,  without limitation,  those of the New York Stock Exchange
and/or  the  Company's  stockholders,  to issue and sell to one of the  Holders,
five-year  warrants  (the  "Warrants")  to purchase up to 125,000  shares of the
Company's Common Stock at $7.00 per share; and

     WHEREAS,  the Company and the Holders agree that the Holders shall have the
registration  rights set forth herein with respect to any shares of Common Stock
acquired by the Holders pursuant to the Standby  Agreement,  upon the conversion
of the Replacement  Notes and/or upon the exercise of the Warrants or any shares
issued or  issuable  in respect of such  Common  Stock upon any stock  dividend,
recapitalization or similar event (collectively, the "Registrable Shares").

     NOW,  THEREFORE,  in consideration of the foregoing premises and other good
and valuable consideration, the parties hereby agree as follows:

     1. Restrictive Legend. Each certificate representing the Registrable Shares
shall (unless  otherwise  permitted or unless the  securities  evidenced by such
certificate  shall have been  registered  under the  Securities  Act of 1933, as
amended (the "Securities Act")) be stamped or otherwise  imprinted with a legend
in the following form (in addition to any legend required under applicable state
securities laws):
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           THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
           1933, AS AMENDED,  OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD
           OR  OFFERED  FOR SALE IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
           STATEMENT  AS TO THE  SECURITIES  UNDER  SAID ACT AND ANY  APPLICABLE
           STATE  SECURITIES  LAW OR AN OPINION OF COUNSEL  SATISFACTORY  TO THE
           COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

     1.0.1 In addition,  the Company may place,  or instruct its transfer  agent
and registrar to place, stop transfer orders against certificates which have the
aforementioned  restrictive  legend  thereon.  For  purposes of this  Agreement,
"Restricted  Securities" shall mean securities of the Company which are required
to bear the aforementioned legend thereon.

     1.1  Upon  request  of  a  Holder  holding  Registrable  Shares  which  are
Restricted  Securities,  the Company shall remove the foregoing  legend from the
certificate  or issue  to such  Holder a new  certificate  therefor  free of any
transfer legend and without any stop transfer against such  Registrable  Shares,
if, with such  request,  the Company  shall have  received  either an opinion of
counsel or a  "no-action"  letter  referred to in Section 2 hereof to the effect
that any  transfer by such Holder of the  Registrable  Shares  evidenced by such
certificate  will not violate the Securities Act and applicable state securities
laws  or the  Shares  have  been  sold  pursuant  to an  effective  registration
statement  under the Securities  Act. The Company shall  promptly  reimburse the
transferring  holder for all reasonable legal fees and expenses incurred by such
Holder in obtaining the legal opinion or "no action"  letter  referenced in this
Section 1(b).

     2.  Notice of Proposed  Transfers.  Prior to any  proposed  transfer of any
Restricted  Securities (other than under  circumstances  described in Sections 3
and 4 hereof),  the Holder  thereof shall give written  notice (the "Notice") to
the Company of such  Holder's  intention  to effect such  transfer.  Each Notice
shall  describe  the  manner  and  circumstances  of the  proposed  transfer  in
sufficient  detail,  and  shall  be  accompanied   (except  in  transactions  in
compliance with Rule 144) by either (i) a written opinion of legal counsel,  who
shall be reasonably  satisfactory  to the Company,  addressed to the Company and
reasonably  satisfactory in form and substance to the Company's counsel,  to the
effect that the proposed  transfer of the Restricted  Securities may be effected
without registration under the Securities Act, or (ii) a "no action" letter from
the staff of the Securities and Exchange  Commission (the  "Commission")  to the
effect that the distribution of such Securities  without  registration  will not
result in a  recommendation  by the staff of the Commission that action be taken
with respect thereto,  whereupon the Holder of such Restricted  Securities shall
be entitled to transfer such Restricted  Securities in accordance with the terms
of the Notice. The Company shall promptly reimburse the transferring  Holder for
all reasonable legal fees and expenses  incurred by such Holder in obtaining the
legal opinion or "no action" letter referenced in this Section 2(a).

     2.1  Prior  to any  proposed  transfer  requested  in the  Notice  and as a
condition  thereto,  each Holder  will,  if  requested  by the  Company,  and if
required because any of the Restricted Securities are not to be sold pursuant to
an effective  registration  statement  under the Securities Act or a "no action"
letter or an opinion of counsel described in the foregoing  subsection,  deliver
to the Company (i) an  investment  covenant  signed by the proposed  transferee,
(ii) an agreement by such transferee to the impression of the restrictive legend
set forth in  Section  1(a) on the  certificates  representing  the  Registrable
Shares  to be  transferred  to  such  transferee,  (iii)  an  agreement  by such
transferee  that the Company may place a "stop transfer order" with its transfer
agent  and  registrar,  if  any,  with  respect  to the  Shares  proposed  to be
transferred,  (iv) an agreement  by the  transferee  to assume the  transferor's
obligations  under this  Agreement,  and (v) an agreement by the  transferee  to
indemnify the Company to the same extent as set forth in  Subsection  (c) below.
Any  transferee  complying  with  this  Subsection  (b)  shall  also be deemed a
"Holder" for purposes of the registration rights under Sections 3 and 4 herein.

     2.2 Each Holder agrees to indemnify the Company against any and all losses,
claims, damages, expenses or liabilities to which the Company may become subject
under any federal or state securities law, at common law, or otherwise,  insofar
as such losses,  claims,  damages,  expenses or liabilities  arise out of or are
based  upon (i) any  transfer  by such  Holder  of such  Registrable  Shares  in
violation  of the  Securities  Act,  or the  rules and  regulations  promulgated
thereunder,  (ii) any  transfer  by such  Holder of Shares in  violation  of the
provisions of this Section 2 or (iii) any untrue  statement or omission to state
any material fact in connection with such Holder's investment representations or
with respect to the facts and representations supplied to counsel to the Company
upon which its opinion as to a proposed transfer by such Holder was given.

     3.  Demand  Registration.  At any  time  after  receipt  by any  Holder  of
Registrable  Shares that the Company  receives a written request executed by one
or more of the Holders (the "Initiating  Holder")  requesting  registration of a
number of shares of Common Stock at least equal to (i) thirty  percent  (30%) or
more of the  Registrable  Shares  then held by the  Holders  or (ii) the  entire
remaining  number of  Registrable  Shares owned by the  Initiating  Holder,  the
Company  will give  notice of such  request to each  other  Holder  (the  "Other
Holders") and give them the right to participate therein in accordance with this
Section 3.

     3.1 As soon as  practicable  after receipt of the request given pursuant to
Subsection  (a)  above,  the  Company  shall  prepare  and  file a  registration
statement (the  "Registration  Statement") under the Securities Act covering the

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Registrable  Shares  requested  to  be sold under a Registration Statement (the
"Registered  Shares")  and shall  otherwise  comply with its  obligations  under
Section 5.

     3.2 The Company's  obligations under this Section 3 shall be limited to six
(6) effective  Registration  Statements under the Securities Act, three of which
may be initiated by each of Robert M. Gintel and Avondale  Mills,  Inc. or their
respective transferees in accordance with Section 8(b) hereof.

     3.3 If a registration pursuant to this Section 3 is for a registered public
offering involving an underwriting,  the Company shall so advise the Holders. In
such event,  the right of any Holder to registration  shall be conditioned  upon
such Holder's  participation in the underwriting  arrangements  required by this
Section  3(d),  and the  inclusion of such  Holder's  Registrable  Shares in the
underwriting  to the extent  requested  shall be limited to the extent  provided
herein.

     The Company shall  (together with the  Initiating  Holder and Other Holders
proposing to distribute their securities through such  underwriting)  enter into
an  underwriting  agreement  in  customary  form with the  managing  underwriter
selected for such  underwriting  by the Company,  but subject to the  reasonable
approval of the Initiating Holder.  Notwithstanding  any other provision of this
Section 3, if the  managing  underwriter  advises  the  Company in writing  that
market factors require a limitation of the number of shares to be  underwritten,
then the Company shall so advise the  Initiating  Holder and the Other  Holders,
and  the  number  of  shares  that  may  be  included  in the  registration  and
underwriting  shall be allocated,  first, to the Initiating  Holder, and second,
among the Other  Holders in  proportion  to the number of shares  proposed to be
included in such  registration  by such Other  Holders.  No  Registrable  Shares
excluded  from  the  underwriting  by  reason  of  the  underwriter's  marketing
limitation shall be included in such registration. To facilitate the allocation

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of  shares  in  accordance  with  the  above  provisions,  the  Company  or  the
underwriters  may round the  number of  shares  allocated  to any  holder to the
nearest  one  hundred  (100)  shares.  If any  such  limitation  results  in the
Initiating  Holder  being able to sell less than 75% of the  Registrable  Shares
requested to be included by the Initiating Holder in such offering, the offering
shall not be counted as a demand  registration by the Initiating  Holder for the
purposes  of  Section  3(c).  

     If any Holder disapproves of the terms of the underwriting, such person may
elect to withdraw  therefrom  by written  notice to the  Company,  the  managing
underwriter and the Initiating Holder.  The Registrable  Securities and/or other
securities  withdrawn from such  underwriting  shall also be withdrawn from such
registration.

     4. Piggy Back  Registration  Rights.  At any time after the  receipt by the
Holders of any Registrable  Shares,  the Company will send written notice to the
Holders then owning  Restricted  Securities as defined in Section  1(a)(ii),  at
least  twenty  (20) days  prior to the  filing  of each and  every  Registration
Statement filed by the Company, whether or not pursuant to this Agreement (other
than a Registration  Statement covering exclusively securities under an employee
option or stock purchase plan, a merger, acquisition or similar transaction) and
give to such Holders the right to have included  therein any Registrable  Shares
then held by the Holders.  Such notice must specify the proposed  offering price
and the plan of distribution.  The Company must receive written notice from such
Holders  within  fifteen days after the date of the  Company's  written  notice,
indicating the full name and address of each Holder desiring to have Registrable
Shares  included  for sale in such  Registration  Statement  and the  number  of
Registrable Shares requested to be covered.

     4.1  If the  registration  of  which  the  Company  gives  notice  is for a
registered  public  offering  involving an  underwriting,  the Company  shall so
advise the Holders as a part of the  written  notice  given  pursuant to Section
4(a). In such event the right of any Holder to registration pursuant to Section

<PAGE>

4 shall be conditioned upon such Holder's participation in such underwriting and
the  inclusion  of  Registrable  Securities  in the  underwriting  to the extent
provided  in this  Section  4(b).  

     All  Holders   proposing  to  distribute  their  securities   through  such
underwriting  shall,  together  with the  Company,  enter  into an  underwriting
agreement in  customary  form with the  managing  underwriter  selected for such
underwriting  by the Company.  The Company shall use its reasonable best efforts
to cause the managing  underwriter  of such  proposed  underwritten  offering to
permit the Registrable Shares proposed to be included in such registration to be
included in the  registration  statement for such offering on the same terms and
conditions  as  any  similar   securities  of  the  Company  included   therein.
Notwithstanding  any other  provision  of this  Section 4, the Company  shall be
entitled  to include in the  registration  all of the shares  which the  Company
desires to sell for its own account, and if the managing underwriter  determines
that  marketing  factors  require  a  limitation  of the  number of shares to be
underwritten,  the managing  underwriter may limit the Registrable  Shares to be
included  in  such  registration.  The  Company  shall  so  advise  all  Holders
requesting to  participate in such  registration,  and the number of shares that
may be included in the  registration  and  underwriting  by all Holders shall be
allocated among them, as nearly as practicable,  first, to Avondale Mills,  Inc.
and,  second,  to Robert M. Gintel,  or his or its  respective  transferees.  To
facilitate the allocation of shares in accordance with the above provisions, the
Company  may round the number of shares  allocated  to any Holder to the nearest
one hundred (100) shares.

     If any  Holder  disapproves  of the  terms of any such  underwriting,  such
person may elect to withdraw  therefrom by written notice to the Company and the
managing underwriter. Any securities excluded or withdrawn from such

<PAGE>

underwriting  also shall be withdrawn from such  registration,  and shall not be
transferred  prior to one hundred  eighty (180) days after the effective date of
the registration  statement  relating  thereto,  or such other shorter period of
time as the underwriters may require. 

     5. Miscellaneous  Registration Provisions.

     5.1 In  connection  with  any  Registration  Statement  filed  pursuant  to
Sections 3 or 4 hereof:

     5.1.1 The Company's  obligation under this Agreement to include Registrable
Shares in a  Registration  Statement  shall mean  shares of Common  Stock or any
security  received  by a Holder  in  exchange  or upon  reclassification  of the
present Common Stock;

     5.1.2 the Holders of Registered Shares (herein "Registering Holders") shall
furnish to the Company in writing such appropriate  information (relating to the
intention of such Holders as to proposed methods of sale or other disposition of
the Registered  Shares) and the identity of and  compensation  to be paid to any
proposed underwriters to be employed in connection therewith as the Company, any
underwriter, or the Commission or any other regulatory authority may request;

     5.1.3 the  Registering  Holders and the Company  shall enter into the usual
and customary form of  underwriting  agreement  agreed to by the Company and any
underwriter  with  respect  to  any  such  offering,   if  required,   and  such
underwriting   agreement  shall  contain  the  customary  reciprocal  rights  of
indemnity  and  contribution  between the  Company,  the  underwriters,  and the
selling shareholder,  including the Registering Holders, to the extent set forth
in Subsections (g) and (h) herein;

     5.1.4 the Registering Holders shall agree that they shall execute,  deliver
and/or file with or supply to the  Company,  any  underwriters,  the  Commission
and/or any state or other  regulatory  authority  such  information,  documents,
representations,  undertakings  and/or  agreements  necessary  to carry  out the
provisions of the registration  covenants  contained in this Agreement and/or to
effect the registration or qualification of their  Registrable  Shares under the
Securities  Act  and/or  any  of the  laws  and  regulations  of  any  state  or
governmental instrumentality;


<PAGE>

     5.1.5  the  Registering   Holders  shall  furnish  the  Company  with  such
questionnaires  and other  documents  regarding their identity and background as
the Company may reasonably request; and

     5.1.6  the  Company's   obligation  to  include  the  Registering  Holders'
Registrable  Shares in a Registration  Statement shall be subject to the written
agreement of the Holders to offer the Registrable  Shares in the same manner and
on the same terms and  conditions as the other  securities of the same class are
being offered pursuant to the Registration  Statement,  if such shares are being
underwritten.

     5.2 if and whenever the Company is required to effect the  registration  of
any Registrable Shares pursuant to Section 3 or 4, the Company will use its best
efforts  to effect  such  registration  to permit  the sale of such  Registrable
Shares in accordance with the intended method or methods of disposition thereof,
and pursuant thereto it will, as promptly as is practicable:

     5.2.1  before  filing  a  Registration   Statement  or  prospectus  or  any
amendments or supplements thereto,  furnish to the counsel of the Holders of the
Registrable  Shares  covered  by  such  Registration  Statement  copies  of  all
documents  proposed to be filed,  which  documents  will be made  available on a
timely basis, for review by such counsel to the Holders;

     5.2.2 prepare and file with the Commission, as soon as practicable, and use
its best efforts to cause to become  effective,  a Registration  Statement to be
offered on such form under the Securities  Act as the Initiating  Holder and the
Company or, if not filed pursuant to Section 3 hereof,  the Company,  determines
and for which the Company then qualifies;


<PAGE>

     5.2.3  prepare  and file with the  Commission  such  amendments  (including
post-effective  amendments) and supplements to such  Registration  Statement and
the  prospectus  used in  connection  therewith as may be necessary to keep such
Registration  Statement  effective  and to  comply  with the  provisions  of the
Securities Act with respect to the disposition of all Registrable Shares covered
by such  Registration  Statement  until the  earlier of such time as all of such
Registrable Shares have been disposed of in accordance with the intended methods
of disposition set forth in such Registration Statement or the expiration of one
hundred eighty (180) days after such Registration  Statement becomes  effective;
provided that such one hundred  eighty (180) day period shall be extended in the
case of a registration pursuant to Section 3 hereof for such number of days that
equals  the  number  of days  elapsing  from  (A) the date  the  written  notice
contemplated by Section 5(b)(vii) hereof is given by the Company to (B) the date
on which the Company delivers to the Selling Holders the supplement or amendment
contemplated by Section 5(b)(vii) hereof;

     5.2.4 furnish to the Holders and to any  underwriter of Registrable  Shares
such number of conformed copies of such Registration  Statement and of each such
amendment and supplement  thereto (in each case  including all  exhibits),  such
number of copies  of the  prospectus  included  in such  Registration  Statement
(including  each  preliminary  prospectus  and any summary  prospectus)  and any
amendment or supplement  thereto,  in conformity  with the  requirements  of the
Securities Act, such documents  incorporated  by reference in such  Registration
Statement  or  prospectus,  and such  other  documents,  as the  Holders or such
underwriter  may reasonably  request,  and, if requested,  a copy of any and all
transmittal letters or other correspondence to, or received from, the Commission
or any other governmental  agency or  self-regulatory  body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating to
such offering;


<PAGE>

     5.2.5 make every  reasonable  effort to obtain the  withdrawal of any order
suspending  the  effectiveness  of such  Registration  Statement at the earliest
possible moment;

     5.2.6 if  required  by a Holder,  (A)  furnish  to each  Holder  and to any
underwriter  an opinion of counsel for the Company  addressed to each Holder and
underwriter and dated the date of the closing under the  underwriting  agreement
(if any) (or if such offering is not  underwritten,  dated the effective date of
the Registration Statement),  (B) use its best efforts to furnish to each Holder
a "cold  comfort" or "special  procedures"  letter  addressed to each Holder and
signed by the  independent  public  accountants  who have audited the  Company's
financial  statements included in such Registration  Statement and (C) make such
representations  and  warranties  to the  Holders  and, in  connection  with any
underwritten  offering,  to  the  underwriters,   in  each  such  case  covering
substantially the same matters with respect to such Registration  Statement (and
the  prospectus  included  therein)  as are  customarily  covered in opinions of
issuer's  counsel and in accountants'  letters  delivered to underwriters and in
underwriting  agreements in underwritten public offerings of securities and such
other matters as the Holders may  reasonably  request,  and, in the case of such
accountants'  letter,  with  respect  to events  subsequent  to the date of such
financial statements, provided, however, that the Company shall not be obligated
to cause  the  legal  counsel  and  accountants'  letters  contemplated  by this
Subsection  (b)(vi)  to be  delivered  to the  Holders if the  Company  would be
required to incur unreasonable expenses to cause such letters to be delivered.


     5.2.7  immediately  notify the  Holders in  writing  (A) at anytime  when a
prospectus  relating to a  registration  hereunder  is required to be  delivered
under the Securities Act, of the happening of any event as a result of which the

<PAGE>

prospectus   included  in  such  Registration  Statement,  as then  in  effect,
includes an untrue  statement of a material  fact or omits 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,  and
(B) of any request by the Commission or any other  regulatory body or other body
having  jurisdiction  for any  amendment of or  supplement  to any  Registration
Statement or other document relating to such offering,  and in either such case,
at the request of a Holder,  prepare and  furnish to such  Holders a  reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such Registrable
Shares, such prospectus shall not include 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, in light of the circumstances under which they are
made, not misleading;

     5.2.8 use its best efforts to list all such  Registrable  Shares covered by
such   Registration   Statement  on  the  principal   securities   exchange  and
inter-dealer  quotation  system on which a class of common equity  securities of
the  Company is then  listed,  and to pay all fees and  expenses  in  connection
therewith;

     5.2.9  upon the  transfer  of  shares  by a  Holder  in  connection  with a
registration hereunder (other than to an "affiliate" of the Company as such term
is  defined  in  Rule  144(a)),  furnish  unlegended  certificates  representing
ownership of the Registrable  Shares in such denominations as shall be requested
by the Holders or the underwriters;

     5.2.10  promptly notify the Holders and the managing  underwriter,  if any,
and if requested by any such Person,  confirm such advice in writing, 

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


<PAGE>

     (B) of the Company's  becoming  aware at any time that the  representations
and warranties of the Company contemplated by Section 5(b)(vii)

     (C) above have ceased to be true and correct, and (C) of the receipt by the
Company of any notification  with respect to the suspension of the qualification
of the  Registrable  Shares for sale in any  jurisdiction  or the  initiation or
threat of any proceeding for such purpose;

     5.2.11 if reasonably  requested by the managing  underwriter,  if any, or a
majority in interest of the Registrable  Shares being sold in connection with an
underwritten  offering,  immediately  include  in  a  prospectus  supplement  or
post-effective  amendment to such Registration Statement such information as the
managing  underwriter  or such  majority in interest of the  Registrable  Shares
being sold reasonably  request to have included  therein relating to the plan of
distribution  with  respect  to  such  Registrable  Shares,  including,  without
limitation,  information with respect to the amount of Registrable  Shares being
sold  to  such  underwriters  and  any  other  terms  of  the  underwritten  (or
best-efforts underwritten) offering of the Registrable Shares to be sold in such
of offering;  and make all required  filings of such  prospectus  supplement  or
post-effective  amendment to such Registration  Statement as soon as notified of
the matters to be incorporated in such prospectus  supplement or  post-effective
amendment to such Registration Statement;

     5.2.12  prior to any public  offering of  Registrable  Shares,  register or
qualify or reasonably cooperate with the Holders, the managing  underwriter,  if
any,  and their  respective  counsel  in  connection  with the  registration  or
qualification  of such  Registrable  Securities  for  offer  and sale  under the
securities or blue sky laws of such jurisdictions as any Holder or managing

<PAGE>

underwriter  reasonably  requests  and  do  any  and  all other facts or things
necessary to enable the  disposition in such  jurisdictions  of the  Registrable
Shares covered by such Registration Statement;

     5.2.13  cooperate  and assist in any  filings  required to be made with the
NASD and any performance of any due diligence  investigation  by any underwriter
(including any "qualified independent underwriter" as required to be retained in
accordance with the rules and regulations of the NASD); and

     5.2.14  otherwise use its best efforts to comply with the  Securities  Act,
the Exchange Act, all applicable rules and regulations of the Commission and all
applicable state blue sky and other securities laws, rules and regulations.

     5.3 The Company  shall pay all  out-of-pocket  expenses  and  disbursements
incurred  by the Company and the  Holders in  connection  with the  Registration
Statements  filed  by  it  pursuant  to  Sections  3 or  4,  including,  without
limitation,  all legal and accounting  fees,  Commission  filing fees,  National
Association  of  Securities  Dealers  ("NASD")  filing  fees,   printing  costs,
registration or qualification fees and expenses to comply with Blue Sky or other
state  securities  laws,  the fees of other  experts,  and any expenses or other
compensation paid to the underwriters; provided, however, that such registration
expenses shall not include  underwriting  commissions and discounts and transfer
taxes, if any.

     5.4 The Company shall be obligated to keep any Registration Statement filed
by it under Sections 3 and 4 effective  under the Securities Act for a period of
180 days after the actual effective date of such  Registration  Statement and to
prepare  and file such  supplements  and  amendments  necessary  to  maintain an
effective  Registration  Statement  for  such  period.  As a  condition  to  the
Company's  obligation  under this Subsection  (d), the Registering  Holders will
execute and deliver to the Company such written  undertakings as the Company and
its  counsel may  reasonably  require in order to assure  full  compliance  with
relevant provisions of the Securities Act.


<PAGE>

     5.5 The  Company  shall use its best  efforts to  register  or qualify  the
Registered  Shares under such securities or blue sky laws in such  jurisdictions
within the United  States as the  Registering  Holders may  reasonably  request;
provided,  however, that the Company reserves the right, in its sole discretion,
not to register or qualify such Registered Shares in any jurisdiction where such
Registered Shares do not meet with the requirements of such  jurisdiction  after
having taken reasonable steps to meet such  requirements or where the Company is
required to qualify as a foreign corporation to do business in such jurisdiction
and is not so  qualified  therein or is required to file any general  consent to
service of process.

     5.6 In the event all the  Registered  Shares have not been sold on or prior
to the  expiration  of  the  period  specified  in  Subsection  (d)  above,  the
Registering   Holders   hereby  agree  that  the  Company  may   deregister   by
post-effective  amendment any shares covered by the Registration Statement,  but
not sold on or prior to such date.  The  Company  agrees that it will notify the
Registering  Holders  of the filing and  effective  date of such  post-effective
amendment.

     5.7 The  Registering  Holders agree that upon  notification  by the Company
that the prospectus in respect to any public offering  covered by the provisions
hereof is in need of  revision,  they  shall  immediately  upon  receipt of such
notification (i) cease to offer or sell any securities of the Company which must
be accompanied by such  prospectus;  (ii) return all such  prospectuses in their
hands to the Company;  and (iii) shall not offer or sell any  securities  of the
Company until they have been provided with a current  prospectus and the Company
has given them notification permitting them to resume offers and sales.

     5.8 As a condition to the filing of a  Registration  Statement  pursuant to
this  Agreement,  the Company shall  indemnify and hold harmless the Registering
Holders and the underwriter(s) and controlling person(s) of such underwriter(s)

<PAGE>

who may  purchase  from or sell  for the  Registered  Holders,  any  Registrable
Shares,  from and  against  any and all  losses,  claims,  damages,  expenses or
liabilities  caused by any failure of the Company to comply with the  Securities
Act or any rule or regulation  promulgated  thereunder  in  connection  with the
registration of the Registrable Securities or any untrue statement of a material
fact contained in the Registration  Statement,  any post-effective  amendment to
such registration statements,  or any prospectus included therein required to be
filed or  furnished  by reason of this  Agreement  or caused by any  omission or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements  therein not  misleading,  except insofar as
such  losses,  claims,  damages or  liabilities  are  caused by any such  untrue
statements  or alleged  untrue  statements or omissions  based upon  information
furnished  or  required to be  furnished  in writing to the Company by the party
seeking  indemnification  expressly for use therein; which indemnification shall
include each  person,  if any,  who  controls  any such  underwriter  within the
meaning of the Securities Act and each officer, director,  employee and agent of
such underwriter;  provided, however, that the Company shall not be obligated to
so indemnify the  Registering  Holders or any such  underwriter  or other person
referred to above unless the Registering Holders or underwriter or other person,
as the case may be, shall at the same time indemnify the Company, its directors,
each officer  signing the  Registration  Statement and each person,  if any, who
controls the Company within the meaning of the Securities  Act, from and against
any and all  losses,  claims,  damages  and  liabilities  caused  by any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in the
Registration Statement, any registration statement or any prospectus required to
be filed or furnished  by reason of this  Agreement or caused by any omission to
state therein a material fact required to be stated therein or necessary to make

<PAGE>

the statements therein not misleading,  insofar as such losses,  claims, damages
or liabilities are caused by any untrue statement or alleged untrue statement or
omission  based upon  information  furnished  in  writing to the  Company by the
Holder or  underwriter  expressly  for use therein.  

     5.9 Each party entitled to  indemnification  under paragraph (h) above (the
"Indemnified Party") shall, promptly after receipt of notice of any claim or the
commencement  of any action against such  Indemnified  Party in respect of which
indemnity may be sought,  notify the party  required to provide  indemnification
(the "Indemnifying  Party") in writing of the claim or the commencement thereof;
provided that the failure of the  Indemnified  Party to notify the  Indemnifying
Party shall not relieve the  Indemnifying  Party from any liability which it may
have to an Indemnified Party pursuant to the provisions of paragraph (h), unless
the  Indemnifying  Party was  materially  prejudiced by such failure,  and in no
event shall such failure relieve the Indemnifying Party from any other liability
which it may have to such  Indemnified  Party. If any such claim or action shall
be brought against an Indemnified  Party, it shall notify the Indemnifying Party
thereof and the  Indemnifying  Party shall be entitled to  participate  therein,
and, to the extent that it wishes,  jointly  with any other  similarly  notified
Indemnifying  Party,  to assume the  defense  thereof  with  counsel  reasonably
satisfactory to the Indemnified  Party. After notice from the Indemnifying Party
to the Indemnified  Party of its election to assume the defense of such claim or
action,  the  Indemnifying  Party shall not be liable  (except to the extent the
proviso to this sentence is applicable,  in which event it will be so liable) to
the  Indemnified  Party  under  paragraph  (h) for any  legal or other  expenses
subsequently  incurred by the  Indemnified  Party in connection with the defense
thereof  other  than  reasonable  costs of  investigation:  provided  that  each
Indemnified  Party shall have the right to employ separate  counsel to represent
it and assume its  defense  (in which case,  counsel to the  Indemnifying  Party
shall not represent it) if (i) upon the advice of counsel, the representation of
both  parties  by the same  counsel  would be  inappropriate  due to  actual  or
potential differing interests between them (in which case, if such Indemnified

<PAGE>

Party  notifies  the  Indemnifying  Party in  writing  that it  elects to employ
separate  counsel at the expense of the  Indemnifying  Party,  the  Indemnifying
Party will not have the right to assume  the  defense of such claim or action on
behalf of such Indemnified  Party), or (ii) in the event the Indemnifying  Party
has not assumed the defense thereof within ten (10) days of receipt of notice of
such claim or commencement of action, in which case the fees and expenses of one
such  separate  counsel  shall  be  paid  by  the  Indemnifying  Party.  If  any
Indemnified  Party  employs  such  separate  counsel  it will not enter into any
settlement  agreement  which is not  approved by the  Indemnifying  Party,  such
approval not to be unreasonably  withheld.  If the Indemnifying Party so assumes
the  defense  thereof  (and by so  assuming  shall  be  solely  responsible  for
liabilities  relating to such claim or action, and shall release the Indemnified
Party from such liabilities to the extent permitted by law, except to the extent
the  Indemnified  Party is not entitled to be indemnified  pursuant to paragraph
(h),  it may not  agree to any  settlement  of any such  claim or  action as the
result of which any remedy or relief,  other than monetary damages for which the
Indemnifying  Party  shall be  responsible  hereunder,  shall be  applied  to or
against  the  Indemnified  Party,  without  the  prior  written  consent  of the
Indemnified Party. No Indemnified Party will consent to entry of any judgment or
enter into any settlement that does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such  Indemnified  Party of a release
from all liability in respect of such claim or action.  In any action  hereunder
as to which the Indemnifying  Party has assumed the defense thereof with counsel
satisfactory to the Indemnified  Party, the Indemnified  Party shall continue to
be  entitled to  participate  in the defense  thereof,  with  counsel of its own
choice,  but,  except as set forth above,  the  Indemnifying  Party shall not be
obligated  hereunder to reimburse the  Indemnified  Party for the costs thereof.

     5.10 If for any reason the indemnification  provided for above is held by a
court of competent  jurisdiction to be unavailable to an indemnified  party with
respect to any loss,  claim,  damage,  liability or expense referred to therein,
then the  indemnifying  party, in lieu of indemnifying  such  indemnified  party
thereunder,  shall  contribute to the amount paid or payable by the  indemnified
party as a result of such loss, claim, damage or liability in such proportion as
is  appropriate  to  reflect  not only the  relative  benefits  received  by the
indemnified party and the indemnifying party, but also the relative fault of the
indemnified  party and the  indemnifying  party,  as well as any other  relevant
equitable considerations.

     6. Rule 144  Reporting.  With a view to making  available  the  benefits of
certain rules and regulations of the Commission which may permit the sale of the
Restricted Securities to the public without registration, the Company agrees to:


     6.1 Make and keep public information available at all times, as those terms
are  understood  and defined in Rule 144 under the  Securities Act (as such Rule
may be amended from time to time) or any similar rule hereinafter adopted by the
Commission;

     6.2 File with the  Commission  in a timely  manner  all  reports  and other
documents  required of the Company under the  Securities  Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); and

     6.3 Take such further action as any Holder may reasonably  request,  all to
the extent required from time to time, to enable such Holder to sell Registrable
Shares  without  registration  under  the  Securities  Act,  including,  without
limitation, issuing appropriate instructions to the Company's transfer agent and
registrar and exchanging legended  certificates for certificates  without legend
and processing in requisite time frames counsel opinions, if any.

     7. No Other Registration Rights. The Company represents and warrants to the
Holders that except as set forth in this  Agreement and the Purchase  Agreement,
there are no other registration rights with respect to the Company's  securities
currently  outstanding or other rights currently outstanding which could require
the Company to register for sale pursuant to the  Securities  Act any securities
of the Company (collectively,  "Registration  Rights"). In addition, the Company
covenants  and  warrants to the Holders that at all times while the Holders have
the right to request the  registration  of  Registrable  Shares  hereunder,  the
Company will not, without the prior written consent of the Holders, grant to any
person  Registration  Rights,  the  effect  of which  could  (a)  limit,  in any
registration  statement  subsequently  filed  by  the  Company,  the  number  of
Registrable  Shares  that  the  Purchasers  may  include  in  such  registration
statement or (b)  otherwise  adversely  affect the priority of the  Registration
Rights being granted to the Holders hereunder.

     8.  Miscellaneous.  This  Agreement  shall be binding upon and inure to the
benefit of the parties hereto, and the successors and assigns of the Company and
the permitted transferees of the Holders.

     8.1 Upon acquisition of any Registrable  Shares, the Holders agree that the
Registrable  Shares shall not be  transferable  except upon the  conditions  set
forth in this Agreement, which conditions are intended to insure compliance with
the  provisions of the  Securities  Act. Each Holder in any transfer  subject to
Section 2 herein shall cause any proposed  transferee of Registrable Shares held
by that Holder to agree to take and hold those securities  subject to the rights
and obligations and upon the conditions specified in this Agreement.

     8.2 This Agreement  contains the entire  agreement among the parties hereto
with respect to the subject  matter  herein,  and cannot be  modified,  changed,
discharged or terminated  except by an instrument in writing signed by the party
against  whom  the  enforcement  of  any  modification,   change,  discharge  or
termination is sought.


<PAGE>

     8.3  References to the Holders or some of them by use of masculine  pronoun
is for convenience only and shall, where appropriate,  be deemed to be reference
by feminine or neuter pronouns.  8.4 Any notice,  request,  instruction or other
document  to be given  hereunder  shall be in  writing  and  shall be  delivered
personally  or sent by registered  or certified  mail as follows:  (i) If to the
Company:  4130 Faber Place Suite 200, Ashley Corporate Center Charleston,  South
Carolina 29405 Attn: President

                     With a copy to:

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

     (ii) If to the Holders,  at the address  specified next to their respective
names  on  Schedule  I hereto  or to such  other  address  as any  party  hereto
hereinafter designates in writing to any other party hereto, and

                in the case of Robert M. Gintel, to:
                     Reid & Priest LLP
                     40 West 57th Street
                     New York, New York  10019
                     Attn:  Leonard Gubar


<PAGE>

                and, in the case of Avondale Mills, Inc., to:

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

     Upon  receiving  notice from a Holder (or any  permitted  transferee  of an
Holder) that  Registrable  Shares have been transferred and if the transferee is
entitled to any rights under this  Agreement,  the Company shall give notices to
such transferee as contemplated by this Agreement.

     8.5 The captions  herein are inserted  for  convenience  only and shall not
affect the construction of this Agreement.

     8.6 This  Agreement 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.

     8.7 This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed to be an original,  but all of which taken  together shall
constitute one and the same instrument.


     IN WITNESS  WHEREOF,  this  Agreement  has been executed as of the date and
year first above written.

                               ONEITA INDUSTRIES, INC.


                               By: /s/ James L. Ford
                                   Name: James L. Ford
                                   Title: Executive vice President and
                                          Chief Financial Officer


                               HOLDERS:


                               /s/ Robert M. Gintel
                                   Robert M. Gintel


                               AVONDALE MILLS, INC.


                               By: /s/ Jack R. Altherr, Jr.
                                   Name: Jack R. Altherr, Jr.
                                   Title: Vice President and
                                          Chief Financial Officer


<PAGE>


                             SCHEDULE I


Holders



Robert M. Gintel

      Address:  6 Greenwich Office Park
                Greenwich, Connecticut  06831



Avondale Mills, Inc.

      Address:  506 South Broad Street
                Monroe, Georgia  30655