Talbots Vendor Agreement

United States Department of Labour

We at Talbots are proud of our tradition of conducting our business in accordance with the highest ethical standards and in compliance with the laws of the United States and other countries in which we do business. Our commitment extends to assuring that merchandise manufactured for us by independent vendors such as yourself is produced in a manner that is consistent with our standards (1) with special emphasis on the wage and hour laws of the country of manufacture; and (2) without the use of child (under the age of 15), prison or slave labor, even where such labor is permitted by the laws of the country of manufacture .

Because of the significance of these issues, we are taking this opportunity to (1) remind you and all of our manufacturers of our corporate policy that we will not do business with any manufacturer that knowingly violates the labor laws of the country in which it operates or permits its contract facilities to do so; and (2) announce strengthened measures we are adopting to help us make certain that the merchan dise we receive from you complies with applicable law and our standards. Please note that our requirements also involve (1) a prohibition on the use of factories (whether operated by you or other designated contract facilities) without the prior inspection and written approval of a Talbots employee or authorized agent; and (2) your adherence to the labelling laws of the United States. Accordingly, effective with September 15, 1996 onward shipments, we are adopting the following measures:

1. As a precondition to receiving any new orders from Talbots, all manufactur ers located outside the United States must have signed and returned to us, a new certification that (a) all merchandise to be manufactured for us (whether by the manufacturer or by the manufacturer's contract sewing shops or other designated contract facilities) will be produced in compliance with the wage and hour laws of the country of manufacture and without the use of child (under the age of 15), prison or slave labor; (b) no factory (whether operated by the manufacturer itself or by the manufacturer's contract sewing shops or other designated contract facilities) shall be used in the production of mer chandise for Talbots unless it has been inspected and approved, in writing, by an authorized employee or agent of Talbots; (c) the manufacturer has in effect (or will promptly develop) a program of monitoring its contract sewing shops and other designated contract facilities for compliance with the re quirements of clause "(a)" above; and (d) all merchandise shipped to us will comply with all applicable laws, including, without limitation, the labelling laws of the United States pertaining to designation of the country of origin of such merchandise. Although we believe that the details of how the monitor ing program referred to above is accomplished are appropriately your re sponsibility, it is important that you understand our expectation that the pro gram will be meaningful and designed in good faith to assure that your contract sewing shops and other designated contract facilities are in compli ance with the law and our standards with respect to child, prison and slave labor. The certification we are requiring and a return envelope are enclosed for your convenience. To assure that there is no interruption in the place ment of our orders with you, please return the certification to us by August 1, 1996.
   
   
2. Your shipping documents which accompany all merchandise you ship to Talbots must include the following language (either pre-printed or "stamped"):
   
   "We hereby certify that the merchandise covered by this shipment was pro duced in compliance with all applicable requirements of the wage and hour laws of the country of manufacture and without the use of child (under the age of 15), prison or slave labor. We further certify that all merchandise covered by this shipment was produced solely in factories that were in spected and approved in writing by your authorized representative and we have in effect a program of monitoring any contract sewing shops and other designated contract facilities which performed work for us in connection with the production of such merchandise for compliance with the require ments set forth above."
   
   Any merchandise shipped by you beginning September 15, 1996 that is not accompanied by a shipping document bearing the required language will be subject to denied entry and you will be assuming responsibility for said goods.
   
   
3. In the future, we will be sending the certification to you for renewal on an annual basis.
   
   We value the relationship we enjoy with your company and believe that you share our concern about these issues. We want to thank you in advance for your cooperation and we look forward to continuing our relationship with you.
   

Sincerely,

Executive Vice President
Vice President, Manufacturing
Chief Operating Officer

CERTIFICATION

In consideration of The Talbots, Inc. ("Talbots") placing orders for the pro duction of merchandise with the undersigned in the future, we hereby certify that (1) any merchandise (including components thereof) we produce for Talbots that is manufactured outside the United States will be produced in compliance with the wage and hour laws of the country of manufacture and without the use of child (under the age of 15), prison or slave labor; (2) we currently have in effect or will promptly develop and maintain a program of monitoring any contract sewing shops and other designated contract facilities which perform work for us outside the United States for such compliance; (3) the merchandise we manufacture for Talbots shall be produced solely in factories (whether operated by us, our contract sewing shops or designated contract facilities) that have been inspected and approved in writing by a Talbots authorized employee or agent; and (4) all merchandise we ship to Talbots shall comply with all applicable laws including, without limitation, the labelling laws of the United States pertaining to designation of the country of origin of such merchandise.

We acknowledge that we are an independent contractor for and a separate and independent enterprise from Talbots and not an employee, partner or joint venturer of Talbots for any purpose.

We agree to indemnify and hold Talbots harmless from all losses, injuries or damages, and wages or overtime compensation due to our employees and the em ployees of our contract facilities in connection with all merchandise produced by us and our subcontractors for Talbots.

[Name of your Company]

Date:
By: (Authorized Signature and Company Chop)
Notary Public Seal
Name of Person Signing in English:
Title or Position:
(Signature must be notarized)