Exhibit 10uu


                                 August 6, 1999


Mr. Victor Posner
6917 Collins Avenue
Miami Beach, FL 33141

Dear Mr. Posner:

         This letter confirms the following:

         1. Subject to the terms and provisions contained herein, on the Closing
Date (as hereinafter defined),  you agree to sell, and Guilford Mills, Inc. (the
"Company")  agrees to purchase  3,071,712 shares (the "Shares") of the Company's
common stock,  par value $.02 per share. The purchase price for the Shares shall
be $9.50 per share.

         2. The closing of the transactions  contemplated hereby (the "Closing")
shall take place at 2:00 p.m. (New York City time) on Tuesday,  August 10, 1999.
At the Closing, the following shall occur simultaneously:  (a) you shall deliver
to the Company one or more certificates representing the Shares duly endorsed in
blank or  accompanied  by stock powers  executed in blank (or, at the  Company's
request, you shall arrange for the transfer of the Shares to a brokerage account
designated by the  Company);  and (b) the Company shall pay to you the amount of
$29,181,264.00.  Payment of the amount  referred to in the foregoing  clause (b)
shall be made by wire transfer of immediately  available funds to one or more of
your accounts at a bank or banks specified by you.

         3. You represent and warrant to the Company that:

               (a)         You have the full legal right,  power,  authority and
                           capacity to execute,  deliver and perform this letter
                           agreement and to sell,  assign,  transfer and deliver
                           the Shares as provided in this letter agreement,  and
                           your delivery of the Shares to the Company  hereunder
                           will convey to the Company good and marketable  title
                           to the  Shares,  free and clear of any and all liens,
                           pledges, encumbrances,  charges, agreements or claims
                           of any kind whatsoever;

               (b)         You have duly  executed  and  delivered  this  letter
                           agreement and this letter agreement  constitutes your
                           legal,  valid  and  binding  obligation,  enforceable
                           against you in accordance with its terms;

               (c)         You are the sole beneficial owner of the Shares, free
                           and  clear  of any  and  all  covenants,  conditions,
                           restrictions,   voting   trust   agreements,   liens,
                           pledges,  encumbrances,  charges, security interests,
                           options,  agreements or claims of any kind whatsoever
                           (the foregoing  collectively  hereinafter referred to
                           as the  "Charges");  upon  payment  for the Shares as
                           contemplated  hereby,  the Company  will acquire good
                           and  marketable  title  to  the  Shares  free  of any
                           Charges;  and the Shares  represent all of the shares
                           of common stock of the Company which you beneficially
                           own, as hereinafter defined;

               (d)         Your  execution,  delivery  and  performance  of this
                           letter  agreement will not (i) result in a default or
                           breach  of  any  agreement,  contract  or  any  other
                           instrument  or  obligation to which you or a party or
                           subject  or  (ii)  violate  any  law,  order,   writ,
                           injunction,   decree,  statute,  rule  or  regulation
                           applicable    to   you.   No    consent,    approval,
                           authorization  or filing with any persons or entities
                           on your  part is  required  in  connection  with  the
                           execution or delivery of this letter agreement or the
                           consummation of the transactions contemplated hereby;

               (e)         You are not a party to,  subject  to or bound by, any
                           agreement,  judgement,  order,  writ,  injunction  or
                           decree  of any court or  governmental  body or agency
                           which could  prevent the  performance  of this letter
                           agreement; and

               (f)         No  person or entity  is  entitled  to any  brokerage
                           commission or similar  payment from you in connection
                           with the transactions contemplated hereby.

4. The Company represents and warrants to you that:

               (a)         The Company is a corporation duly  organized, validly
                           existing and  in good standing  under the laws of the
                           State of Delaware;

               (b)         The Company  has all  requisite  corporate  power and
                           authority   to  execute,   deliver  and  perform  its
                           obligations under this letter agreement;

               (c)         The  execution,  delivery  and  performance  of  this
                           letter  agreement by the Company and the consummation
                           of the  transactions  contemplated  hereby  have been
                           duly  and  validly   authorized   by  all   requisite
                           corporate action on the part of the Company;

               (d)         This  letter  agreement  has been duly  executed  and
                           delivered by the Company and,  when duly  executed by
                           you,  will  constitute  the legal,  valid and binding
                           obligation  of the Company,  enforceable  against the
                           Company in accordance with its terms;

               (e)         The  execution,  delivery  and  performance  of  this
                           letter agreement by the Company will not (i) violate,
                           conflict with or  constitute a default under any term
                           or provisions of the certificate of incorporation or
                           bylaws of  the  Company,  (ii) result in a default or
                           breach  of  any  agreement,  contract  or  any  other
                           instrument or  obligation  to which  the Company is a
                           party or subject,  or (iii)  violate any law,  order,
                           writ, injunction, decree, statute, rule or regulation
                           applicable to  the  Company.  No  consent,  approval,
                           authorization   or  filing   with   any  persons   or
                           entities  on the  part of the Company is  required in
                           connection  with  the  execution  or delivery of this
                           letter   agreement  or   the  consummation   of   the
                           transactions contemplated hereby, except for consents
                           which have already been obtained; and

               (f)         The  Company  is not a party to,  subject to or bound
                           by, any agreement,  judgment, order, writ, injunction
                           or decree of any court or governmental body or agency
                           which could  prevent the  performance  of this letter
                           agreement.

         5. The  obligation  of the Company to  consummate  the  purchase of the
Shares on the  Closing  Date is, at the  option of the  Company,  subject to the
satisfaction of the following conditions:

               (a)         Each of your representations and warranties contained
                           in Section 3 hereof  shall be true and  correct as of
                           the  Closing  Date with the same  force and effect as
                           though  the  same  had  been  made  on  and as of the
                           Closing Date; and

               (b)         No action or proceeding shall have been instituted or
                           threatened or claim or demand made against you or the
                           Company before any court or other  governmental body,
                           seeking  to   restrain   or  prohibit  or  to  obtain
                           substantial  damages with respect to the consummation
                           of the transactions contemplated hereby, which in the
                           reasonable   opinion   of  the   Company   makes   it
                           inadvisable to consummate such transactions.

         6. Your  obligation to consummate the sale,  transfer and assignment to
the Company of the Shares on the Closing Date is, at your option, subject to the
satisfaction of the following conditions:

               (a)         Each of the  representations  and  warranties  of the
                           Company  contained  in Section 4 hereof shall be true
                           and  correct  as of the  Closing  Date  with the same
                           force and  effect as though the same had been made on
                           and as of the Closing Date; and

               (b)         No action or proceeding shall have been instituted or
                           threatened or claim or demand made against you or the
                           Company before any court or other  governmental body,
                           seeking  to   restrain   or  prohibit  or  to  obtain
                           substantial  damages with respect to the consummation
                           of the  transactions  contemplated  hereby,  which in
                           your  reasonable  opinion  makes  it  inadvisable  to
                           consummate such transactions.

         7. You shall be responsible for the payment of any brokerage commission
or similar payment which may be due any broker(s) representing you in connection
with the  transactions  contemplated  by this  letter  agreement  and you  shall
indemnify  and hold the Company  harmless from and against any and all liability
for any such commissions or payments.

         8. You covenant  that for a period of ten years from and after the date
hereof,  neither you, any of your affiliates (as defined herein),  nor any group
(as  defined  herein) of which you or any of your  affiliates  becomes a member,
shall (a) individually or collectively  acquire,  or offer,  propose or agree to
acquire beneficial  ownership of any shares of the Company's common stock or (b)
propose or publicly  announce  or  otherwise  disclose an intent to propose,  or
enter into or agree to enter into,  singly or with any other  person or directly
or  indirectly,  (i) any form of  business  combination,  acquisition,  or other
transaction  relating to the Company or any affiliate thereof,  or (ii) any form
of restructuring,  recapitalization  or similar  transaction with respect to the
Company  or any such  affiliate,  (c) make,  or in any way  participate  in, any
solicitation of proxies with respect to any shares of the Company's common stock
(including by the execution of action by written consent),  become a participant
in any  election  contest with  respect to the  Company,  seek to influence  any
person with respect to any shares of the Company's common stock or demand a copy
of the Company's  list of its  stockholders  or other books and records,  or (d)
participate  in or encourage the  formation of any  partnership,  syndicate,  or
other group which seeks to effect  control of the Company or to  circumvent  any
provision of this Section 8. The term  "affiliate" as used in this Section 8 and
in  Section  9 shall  have the  meaning  ascribed  to it in Rule 405  under  the
Securities  Act of 1933, as amended.  The term "group" as used in this Section 8
shall have the  meaning  ascribed to it in Section  13(d)(3)  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "1934  Act").  The terms  "beneficial
ownership"  or  "beneficially  own" as used in this  Section 8 and in  Section 3
shall have the meaning ascribed to such terms in Rule 13d-3 under the 1934 Act.

         9. In  consideration  of the payment to be made by the Company pursuant
to Section 2 hereof and for other good and valuable  consideration,  the receipt
and  sufficiency  of which are hereby  acknowledged,  you, for yourself and your
heirs, executors,  successors,  assigns and legal representatives (collectively,
the "Releasing  Parties"),  covenant not to sue and release,  remise and forever
discharge the Company,  its  subsidiaries,  divisions and affiliates,  and their
respective   officers,   directors,   employees,   agents  and   representatives
(collectively,  the "Released Parties"), of and from all claims, demands, suits,
actions, causes of action, losses, damages,  expenses or liabilities of any kind
and  nature  whatsoever,   known  and  unknown,   both  in  law  and  in  equity
(collectively,  the "Claims"), which the Releasing Parties ever had, now have or
can,  shall or may here against the Released  Parties for,  upon or by reason of
any matter,  cause or thing from the  beginning  of the world to and through the
Closing Date including,  without limitation,  Claims relating in any way to your
ownership  of the  Shares,  your status as a  shareholder  of or investor in the
Company, the operation and conduct of the Company's business and affairs and the
Company's financial  performance.  Notwithstanding  anything in the foregoing to
the contrary,  the foregoing release shall not apply to the executory provisions
of this letter agreement.

         10.

               (a)         You agree to indemnify and hold the Company  harmless
                           from  and  against   any  and  all  losses,   claims,
                           liabilities,   obligations,   damages,   assessments,
                           judgments,    costs,   deficiencies   and   expenses,
                           including,  without limitation,  any reasonable legal
                           or other  expenses  for  investigating,  preparing or
                           defending  any action,  suit,  or  proceeding  or any
                           threatened action, suit or proceeding  (collectively,
                           the  "Losses"),  arising  from,  relating  to  or  in
                           connection  with any breach of a  representation  and
                           warranty  or  non-fulfillment  of  any  agreement  or
                           covenant  on your part under the terms of this letter
                           agreement.

               (b)         The Company agrees to indemnify and hold you harmless
                           from  and  against  any  all  Losses   arising  from,
                           relating  to or in  connection  with any  breach of a
                           representation and warranty or non-fulfillment of any
                           agreement  or  covenant  on the  part of the  Company
                           under the terms of this letter agreement.

               (c)         If any  legal  proceedings  shall  be  instituted  or
                           any claim or demand shall be  asserted  by any person
                           in  respect  of which  payment may  be  sought by one
                           party hereto from another  party under the provisions
                           of this Section 10, the party seeking indemnification
                           shall promptly  cause written notice of the assertion
                           of  any claim  of  which  it has  knowledge  which is
                           covered  by this  indemnity to  be  forwarded  to the
                           other  party.  Such other party shall have the right,
                           at  its  option  and  at  its  own  expense (i) to be
                           represented  by  counsel  of  its choice  who must be
                           reasonably   satisfactory   to   the  party   seeking
                           indemnification   and   (ii)   to   defend   against,
                           negotiate,   settle  or   otherwise  deal   with  any
                           proceeding, claim or demand which relates to any Loss
                           indemnified  against  hereunder;  provided,  however,
                           that no  settlement  shall be made  without the prior
                           written consent of the party seeking indemnification,
                           which consent shall not be  unreasonably  withheld.
                           Notwithstanding  the  preceding  sentence,  the party
                           seeking indemnification  may participate  in any such
                           proceeding  with  counsel of  its choice and  at  its
                           expense; provided, however, that if defendants in any
                           such   action   include   both   the  party   seeking
                           indemnification and the indemnifying  party,  and the
                           party seeking indemnification shall have been advised
                           by  its counsel  that there  may be  bona  fide legal
                           defenses    available    to    the    party   seeking
                           indemnification  which   are  different  from  or  in
                           addition  to  those  available  to  the  indemnifying
                           party,  the party  seeking indemnification shall have
                           the  right to  employ its own counsel in such action,
                           and in such event, the reasonable  fees and  expenses
                           of  such  counsel  shall be borne by the indemnifying
                           party. To the  extent  the indemnifying  party elects
                           not to defend such  proceeding,  claim, or demand and
                           the party  seeking  indemnification defends  against,
                           settles or otherwise  deals with any such proceeding,
                           claim or demand, which settlement may be made without
                           the  consent of  the  indemnifying  party, the  party
                           seeking   indemnification   will  act  reasonably  in
                           accordance with its good faith business judgment. The
                           parties  hereto agree  to cooperate fully  with  each
                           other in connection  with the defense, negotiation or
                           settlement  of  any such legal  proceeding,  claim or
                           demand.  After any final judgment or award shall have
                           been  rendered  by  a  court,  arbitration  board  or
                           administrative  agency of competent  jurisdiction and
                           the  expiration  of  the  time  in  which  to  appeal
                           therefrom,  or   a   settlement   shall   have   been
                           consummated,  or  the  party seeking  indemnification
                           and  the  indemnifying  party shall have arrived at a
                           mutually  binding  agreement  with  respect  to  each
                           separate   matter  indemnified  by  the  indemnifying
                           party  hereunder,  the  party seeking indemnification
                           shall forward  to the  indemnifying  party  notice of
                           any sums  due and owing by it or him, as the case may
                           be, with respect to such matter and such indemnifying
                           party shall be obligated for all of the sums so owing
                           to  the other party within ten days after the date of
                           such notice.

               (d)         The   representations,   warranties,   covenants  and
                           agreements  of the parties  contained  in this letter
                           agreement shall survive the execution and delivery of
                           this   letter    agreement,    notwithstanding    any
                           investigation  made by or on  behalf  of the  parties
                           hereto.

         11.  This  letter  agreement  (a)  embodies  the entire  agreement  and
understanding  of the  parties  hereto and  supersedes  any prior  agreement  or
understanding  between  the  parties;  (b) shall be  governed by the laws of the
State of New York without reference to principles of conflicts of law; (c) shall
be binding  upon and shall inure to the benefit of the parties  hereto and their
respective successors and assigns;  provided,  however, that this letter and all
rights and obligations hereunder may not be assigned or transferred, without the
prior written consent of the other party hereto; (d) may be amended, modified or
supplemented  only by written  agreement of the parties  hereto;  and (e) may be
executed  in any  number  of  counterparts,  each of which  shall be  deemed  an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.


         Kindly confirm that the foregoing  represents  our mutual  agreement by
signing,  dating and  returning to the  undersigned  the  enclosed  copy of this
letter.

                                                     Very truly yours,

                                                     GUILFORD MILLS, INC.


                                              By:/s/ Terrence E. Geremski
                                                 ------------------------
                                              Name:Terrence E. Geremski
                                                    --------------------
                                              Title:Executive Vice President
                                                    ------------------------
                                                    & Chief Financial Officer

ACCEPTED AND AGREED TO:

/s/ Victor Posner
-----------------
Victor Posner
August 6th 1999