GEORGIA BONDED FIBERS, INC.
             1996-1997 SENIOR MANAGEMENT INCENTIVE PLAN

The 1996 - 1997 Senior Management Incentive Plan is designed to promote the
interests of Georgia Bonded Fibers, Inc. (GBF) by providing an incentive to
Senior Managers whose decisions and actions significantly affect the growth
and profitability of GBF.

1.   PARTICIPANTS
     ------------

     Participation in the plan will be limited to Senior Managers of GBF and
     subsidiaries whose decisions and actions significantly affect the
     Company's growth, new product development, expanded markets, cost
     containment, and profitability.

     Each year the Compensation Committee shall recommend for approval by
     the Board all employees selected for participation, including the
     amount of their maximum incentive award.

2.   AWARD AND OBJECTIVES FOR 1996-1997
     ----------------------------------

  A. For the year ending June 30, 1996, Georgia Bonded Fibers, Inc. will pay
     a bonus to  James C. Kostelni, CEO; Jeffrey Kostelni, CFO; David Dugan,
     Controller/Corporate Secretary; Patricia Tischio, Assistant Corporate
     Secretary; Charles Kostelni, Corporate Controller/Assistant Treasurer;
     Larry Morris, Technical/Sales Director; Harmonson Floyd, Chief
     Engineer/Director of Manufacturing; Mike Breton, Director of
     International Operations, Bontex S.A.; Pierre Pallage, Technical/Plant
     Manager, Bontex S.A.; Hadelin Mothet, Financial Director/Assistant
     General Manager, Bontex S.A.; Tarcisio Pasquali, General Manager,
     Bontex Italia.  Should sales and earnings of Georgia Bonded Fibers
     exceed specified amounts for the year ending June 30, 1997, as
     presented in the Fiscal 1997 Budget dated 6/16/96, each participant
     will receive 10 percent of their base salary:  
<TABLE>
<CAPTION>

                                     Consolidated
                                     ------------
              <S>                  <C>
                Net Sales            $49,500,000
                Operating Profit     $ 3,099,465
</TABLE>

     The above financial targets for revenues and profitability are based on
     the Fiscal 1997 Budget with the following exchange rates:  US$/BF 31;
     US$/ITL 1585; and BF/ITL 2.00.  The impact of material changes in
     foreign currency exchange rates on the translation of the financial
     statements will be excluded from the comparison of these financial
     objectives to actual results.

     Furthermore, the Company must be in profitable position as determined
     sufficient by the Compensation Committee after considering the impact
     of the translation adjustments for the payment of any bonuses under the
     Senior Management Incentive Plan.
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  B. Each participant can earn an additional 10 percent of their base salary
     for achieving measurable individual objectives assigned to them by
     their immediate supervisor, as approved by the Chief Executive Officer
     (CEO) or Compensation Committee.

3.   MISCELLANEOUS
     -------------

  A. In the first quarter of the plan year, each selected participant will
     be notified, in writing, of the amount and terms of the incentive
     awards.  The plan year begins the 1st of July and ends the 30th of June
     of the following year.

  B. Payment of each participant's award will be made as soon as possible or
     within 90 days after the end of the plan year.  Incentive awards will
     be paid in dollars.

  C. Each participant may earn their award based on an evaluation of the
     individual's performance against specific objectives.  The base salary
     will be the annual amount paid the participant as of July 1, 1996.

  D. In the event of death, retirement, or termination (except for cause), a
     pro rata share of the participant's award, if earned, will be based on
     an evaluation of the period of actual participation.  Only the Board of
     Directors, with the recommendation from the Compensation Committee, may
     approve payment before the end of the plan year

  E. At the end of the plan year, the Compensation Committee will make the
     determination of the appropriate payment, or lack thereof.  The
     Committee will recommend to the Board of Directors an amount considered
     appropriate; and that the Board of Directors authorize the payment of
     the additional compensation.  It may recommend to the Board of
     Directors an increase or decrease in the amount of any or all incentive
     awards if, in its sole judgment, extraordinary or unanticipated
     circumstances warrant such action.

  F. This plan may be terminated at any time effective July 1 of the
     following year.  This plan may be altered or amended at any time, with
     the recommendation of the Compensation Committee and the approval of
     the entire Board, as long as such revisions do not impair the rights of
     any participant granted an award.

  G. The terms of this plan do not constitute a contract or employment for a
     defined period, and all participants continue as employees at will.
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