ONEITA INDUSTRIES, INC.

                        10% SUBORDINATED PROMISSORY NOTE


$3,750,000.00                            Charleston, South  Carolina
                                                    January 26, 1995

     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 ROBERT M. GINTEL or his  registered  assigns (the  "Holder"),
the  sum  of  THREE   MILLION   SEVEN   HUNDRED   FIFTY   THOUSAND   AND  00/100
($3,750,000.00),  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 Gintel
Subordinated  Note  referred to in the Purchase  Agreement  and is issued to the
Holder in addition  to the  Initial  Gintel Note (as such term is defined in the
Purchase Agreement) in like principal amount issued on the date hereof.

     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:

     (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 this 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

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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 his sole  discretion,  so long as such  condition
exists,  declare  the  entire  principal  and  unpaid  accrued  interest  hereon
immediately due and payable, 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, the Gintel  Replacement  Note, the Avondale Note or the
Avondale  Replacement Note, and (b) default in the payment of the unpaid accrued
interest under this Note, the Initial Gintel Note, the Gintel  Replacement Note,
the Avondale Note or the Avondale Replacement 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  Avondale,  as the case may be, has given the
Company written notice of such default; or

     (ii)  The  institution  by  the  Company  of  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
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  Replacement  Note,  the Avondale  Note,  the

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Avondale  Replacement  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
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

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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
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.


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     5.  Prepayment.  The Company may not,  without the prior written consent of
Avondale,  prepay this Note,  in whole or in part.  If the Company  shall,  with
Avondale's consent,  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
Avondale  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 Avondale 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  Avondale  Note are  outstanding  and a partial
prepayment is made,  each of this Note, the Initial Gintel Note and the Avondale
Note  shall  be  prepaid  pro  rata to the then  outstanding  principal  amounts
thereof.

      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
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:


<PAGE>

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

and copies of all notices to Robert M. Gintel shall be given to:

           Reid & Priest LLP
           40 West 57th Street
           New York, New York  10019
           Attention:  Leonard Gubar

     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.

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