REVOLVING CREDIT NOTE




Boston, Massachusetts                                June 4, 1998


     FOR VALUE RECEIVED, the undersigned, Designs, Inc., a Delaware
corporation with its principal executive offices at 66 B Street, Needham,
Massachusetts 02194 (the "Borrower") promises to pay to the order of BankBoston
Retail Finance Inc., a Delaware corporation with offices at 40 Broad Street,
Boston, Massachusetts 02109 (hereinafter, with any subsequent holder, a
"Lender") the Lender's Commitment Percentage of the aggregate unpaid principal
balance of loans and advances made to the Borrower pursuant to the Revolving
Credit established pursuant to the Amended and Restated Loan and Security
Agreement of even date (as such may be amended hereafter, the "Loan Agreement")
between BankBoston Retail Finance Inc., a Delaware corporation with its offices
at 40 Broad Street Boston, Massachusetts 02109 (in such capacity, the "Agent"),
as agent for the ratable benefit of the "Lenders" named therein and those
Lenders on the one hand, and the Borrower, on the other, with interest at the
rate and payable in the manner stated therein.

     This is a "Revolving Credit Note" to which reference is made in the
Loan Agreement and is subject to all terms and provisions thereof. The principal
of, and interest on, this Note shall be payable as provided in the Loan
Agreement and shall be subject to acceleration as provided therein.

     The Agent's books and records concerning loans and advances pursuant to
the Revolving Credit, the accrual of interest thereon, and the repayment of such
loans and advances, shall be prima facie evidence of the indebtedness to the
Lender hereunder.

     No delay or omission by the Agent or any Lender in exercising or
enforcing any of the Agent's or such Lender's powers, rights, privileges,
remedies, or discretions hereunder shall operate as a waiver thereof on that
occasion nor on any other occasion. No waiver of any default hereunder shall
operate as a waiver of any other default hereunder, nor as a continuing waiver.

     The Borrower, and each endorser and guarantor of this Note,
respectively waives presentment, demand, notice, and protest, and also waives
any delay on the part of the holder hereof. Each assents to any extension or
other indulgence (including, without limitation, the release or substitution of
collateral) permitted by the Agent with respect to this Note and/or any
collateral given to secure this Note or any extension or other indulgence with
respect to any other Liability or any collateral given to secure any other
Liability of the Borrower or any other person obligated on account of this Note.

     This Note shall be binding upon the Borrower, and each endorser and
guarantor hereof, and upon their respective heirs, successors, assigns, and
representatives, and shall inure to the benefit of the Lender and its
successors, endorsees, and assigns.

     The liabilities of the Borrower, and of any endorser or guarantor of
this Note, are joint and several, provided, however, the release by the Lender
or by the Agent of any one or more such person, endorser or guarantor shall not
release any other person obligated on account of this Note. Each reference in
this Note to the Borrower, any endorser, and any guarantor, is to such person
individually and also to all such persons jointly. No person obligated on
account of this Note may seek contribution from any other person also obligated
unless and until all liabilities, obligations and indebtedness to the Lender of
the person from whom contribution is sought have been satisfied in full.

     This Note is delivered to the Lender at the offices of the Agent in
Boston, Massachusetts, shall be governed by the laws of The Commonwealth of
Massachusetts, and shall take effect as a sealed instrument.

     The Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Lender and the Agent in the
establishment and maintenance of their respective relationship with the Borrower
contemplated by the within Note, is relying thereon. THE BORROWER, TO THE EXTENT
ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THE BORROWER, OR OF ANY
GUARANTOR OR ENDORSER OF THE BORROWER OR OF ANY OTHER PERSON LIABLE TO THE
LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY
CASE OR CONTROVERSY IN WHICH THE LENDER AND/OR THE AGENT IS OR BECOMES A PARTY
(WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER AND/OR
THE AGENT OR IN WHICH THE LENDER AND/OR THE AGENT IS JOINED AS A PARTY
LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY
RELATIONSHIP AMONGST OR BETWEEN THE BORROWER, ANY SUCH PERSON, AND THE LENDER
AND/OR THE AGENT.


                                                     DESIGNS, INC.
                                                     The ("Borrower")


                                                     By: /s/ Joel H. Reichman
                                                         _____________________
                                                         Joel H. Reichman
                                                         President