Letter of Negative Pledge - Hongkong and Shanghai Banking Corp. Ltd. and AnnTaylor Global Sourcing Inc.


                                      LETTER OF NEGATIVE PLEDGE

The Hongkong and Shanghai Banking Corporation Limited
140 Broadway
New York, NY 10005-1196

Re:  Amended    and   Restated    Credit
     Agreement dated as of September 20,
     1996    with    ANNTAYLOR    GLOBAL
     SOURCING, INC. (formerly  known  as
     CAT US, Inc.) (the 'Company') up to
                         -------
     an  aggregate amount of $40,000,000
                   ---------------------
     (the 'Credit Agreement')  
     ------------------------

Dear Sir/Madam:

In  consideration  of  your agreeing to  grant,  continue  and/or
further    extend   credit   facilities   and   other   financial
accommodation to the Company, the Company hereby irrevocably  and
unconditionally covenants and undertakes with you as follows:

1.     The Company shall not:
       
       a.   Create or attempt to create, assume or permit  to
            subsist   any  mortgage,  security  interest,   charge,
            pledge, lien, or other encumbrance upon, or permit  any
            lien,  security  interest or other encumbrance  (except
            for  statutory or constitutional liens arising  in  the
            ordinary  course  of  business  with  respect  to   any
            obligation  or indebtedness which is not  yet  due  and
            payable)  to arise on or affect, the whole or any  part
            of  its  respective undertaking, property,  assets  and
            rights,  other than pledges created over  goods  and/or
            services  acquired  pursuant  to  documentary   credits
            opened  in  the  ordinary course of  business  for  the
            purpose  of  financing the acquisition or provision  of
            such goods and services; or
        
        
       b.   Transfer, sell or otherwise dispose of or attempt
            or agree to transfer, sell or dispose of the whole  or
            any  part  of  its  respective  undertaking,  property,
            assets  and rights, except (i) by way of sale  at  full
            value  in the usual and ordinary course of business  as
            now  conducted and for the purpose of carrying  on  the
            relevant  business, (ii) obsolete or worn-out property,
            tools  or  equipment no longer used or  useful  in  its
            business or (iii) the sale, in a single transaction, of
            the  CAD-CAM computer equipment described in Exhibit  F
            to  the  Stock and Asset Purchase Agreement (as defined
            in  the Credit Agreement), the value of which equipment
            shall not exceed $10,000.00 in the aggregate; or
       
       
       c.   Grant, issue or extend any guarantee or indemnity
            or enter into any other form of contractual undertaking
            or  arrangement  of similar effect in  respect  of  any

===========================================================================
            
            
            
            indebtedness  or obligations, actual or contingent,  of
            any  other  Person whatsoever except in the  usual  and
            ordinary  course  of business as now conducted  by  the
            Company and for the purpose of the carrying on  by  the
            Company of its business.

2.     The undertakings set out herein shall not be deemed breached
       by  reason  only of the existence of any mortgage,  security
       interest,  charge,  pledge, lien  or  other  encumbrance  or
       guarantee  or indemnity which has been created,  assumed  or
       which  subsists  or  has arisen prior to  the  date  hereof,
       
       provided, that any further or additional encumbrance over or
       affecting  the  relevant asset, or increase  in  the  amount
       secured by or other variation of the relevant encumbrance or
       
       guarantee  or indemnity of similar effect, shall  constitute
       such a breach.

3.     The   Company  further  authorizes  you,  in  your  absolute
       
       discretion, at any time and from time to time to notify  any
       
       creditors  of  the Company of the terms of the  undertakings
       set  out  herein  in  the event that you receive  notice  of
       
       proposals which, if implemented, would or might be in breach
       
       of such undertakings.

Yours faithfully,

ANNTAYLOR GLOBAL SOURCING, INC.


By /s/                                        
  _________________________
Name:
Title:

Date:  As of September 20, 1996