EXHIBIT 10(e)(e)

                                GUILFORD FABRIC
                      GUILFORD MILLS, INC. GREENSBORO, NC
           P.O. Box 26969 - Greensboro, NC 27419-6969 - (336) 316-4000

AUGUST 17, 2001

BYRON J. MCCUTCHEN

SSN: ###-##-####

Hire Date: 04/01/1994

RE:  SEPARATION, GENERAL RELEASE, AND AGREEMENT

In consideration of the covenants undertaken and the releases and agreements
contained in this letter, it is agreed between you (herein "Associate") and
Guilford Mills, Inc. (herein "Company") as follows:

1.    The Associate's employment will cease for business reasons and such
      separation is to be effective 08/28/2001.

2.    The Associate shall not return to the Company hereafter, for the purpose
      of making or taking copies, in any form or manner, lists of customers,
      prices, fabrics, samples, marketing plans, and any similar confidential
      materials or information.

3.    With the intention of binding the Associate and the Associate's heirs, the
      Associate waives any and all claims and expressly releases Guilford Mills,
      Inc. and its subsidiaries and Associates from any and all claims the
      Associate has now or might have in the future. This release and waiver
      includes, but is not limited to, any and all claims the Associate might
      have under any State and Federal law or any common law of action arising
      from his employment or termination.

4.    Specifically, but without limitation, the Associate waives and releases
      Guilford Mills, Inc. and its subsidiaries and Associates from any and all
      claims the Associate has now or might have in the future for alleged
      violations of Title VII of the Civil Rights Act of 1964, the Civil Rights
      Act of 1991, the Americans with Disabilities Act, the Rehabilitation Act
      of 1973, and any other Federal and State law prohibiting discrimination on
      account of race, color, age, sex, marital status, national origin, or any
      disability the Associate may have.

5.    The Associate waives and releases Guilford Mills, Inc. and its
      subsidiaries and Associates from any claims the Associate might have under
      the Age Discrimination in Employment Act.

6.    The Associate waives any claims the Associate has now or might have in the
      future against Guilford Mills, Inc. and its subsidiaries and Associates
      for wrongful termination, breach of any alleged contract or for any claim
      seeking monetary or equitable relief.

7.    The Associate releases Guilford Mills, Inc. from any claims for personal
      injury or emotional distress, including but not limited to humiliation,
      shock, bodily injury, mental distress, disease or loss of reputation.

8.    The Associate acknowledges that during the Associate's employment with the
      Company, the Associate has acquired sensitive information, trade secrets,
      confidential and proprietary information of Guilford Mills, Inc. and the
      Associate will not disclose or use such information or trade secrets in
      any way, directly or indirectly, in the future.

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BYRON J. MCCUTCHEN


9.    If prior to the Final Payment Date, the Associate engages in any of the
      following activities, then the payments described in Section 11 shall
      cease: 1) If the Associate provides services (whether as an agent,
      employee or otherwise) to any enterprise which competes with Guilford's
      Business, as defined below, or 2) If the Associate solicits, hires or
      retains any person who is employed or retained by Guilford on the date the
      Associate's employment with Guilford terminated or who has been employed
      by Guilford during the 12 month period preceding such date.

      The term "Business" means the business of developing, knitting, dyeing and
      finishing, designing, printing, marketing or selling fabrics or lace. The
      Associate shall promptly notify the Company if he/she engages in any of
      the above activities.

10.   The Associate's benefits, under the Salaried Associate Retirement Profit
      Sharing Plan and the 401(k) Savings and Investment Plan, Excess Benefit
      Plan, Senior Managers Supplemental Retirement Plan and Stock Options(as
      outlined in your Benefits Summary), will be paid in accordance with the
      payment provisions of the Plan. You should contact your Human Resources
      representative for details.

11.   The Company shall pay to the Associate the total sum of $143,750.00 (less
      applicable withholding taxes*** and insurance premiums) as final
      compensation, which sum shall be paid in the following manner: the sum of
      $23,958.33 per MONTH beginning 09/15/2001 or as soon hereafter, as
      feasible upon receipt of the signed Release Agreement. The last check will
      be in the amount of $23,958.33, and will be paid 02/15/2002. Any remaining
      vacation entitlement will be paid on the next pay cycle after your last
      day worked. All checks will be mailed to the Associate's home address
      unless you have direct deposit. John Emrich has stated he would review,
      based on how the transition goes as well as the financial condition of the
      company, the extension of your severance if you are not gainfully employed
      by 2/28/2001. This evaluation is not a promise of additional severance,
      but a review will be made.

      *** Administration of severance payments falls under the guidelines of IRS
      tax code Sec. 3402 (g); Reg. 31.3402 (g); Circular E, Publication 15. The
      IRS defines severance payments to be "supplemental wages". By law,
      companies are required to withhold tax on all supplemental wage payments
      at a flat federal tax rate of 28%. Guilford Mills and it's associates,
      regardless of their current withholding rate or tax bracket, are compelled
      to follow IRS code and it is not within our authority to override the tax
      regulations.

12.   The Associate's medical/dental insurance coverage that are in effect on
      08/28/2001 will be continued (with exception of disability coverage which
      will not be continued beyond 08/28/2001), through 02/28/2002, through the
      COBRA extension of benefits. The Associate will be required to pay the
      regular medical premiums and the company will pay for the remaining COBRA
      premium. Premiums will be deducted from the severance pay checks the
      Associate receives outlined in Item #11 (see Benefits Summary).

13.   If the Associate is not eligible for coverage under another group
      medical/dental insurance plan on 02/28/2002, the Associate will have the
      option to continue medical/dental coverage at the full COBRA rates (see
      Benefits Summary).

14.   The Associate's supplemental life insurance coverage will continue through
      02/28/2002 at regulary cost. After 02/28/2002, or sooner if the Associate
      is eligible for coverage under another group life insurance policy, the
      Associate will have the right to convert his life insurance to a private
      policy if the Associate so desires.

15.   The Associate will receive a net lump sum of $10,200 in lieu of a
      September 30, 2001 payment to his Salaried Associates Retirement and
      Profit Sharing Plan.

16.   Under the Senior Managers Supplemental Retirement Plan, the Associate will
      receive at age 65 an annual retirement benefit of $80,000 for 10 years
      payable monthly.

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BYRON J. MCCUTCHEN


17.   The Associate shall conduct himself/herself in a professional and
      courteous manner in connection with the covenants in this agreement
      including any applicable transition period. The Company may at any time
      terminate all covenants and agreements contained in this agreement if at
      any time the Company determines in its sole discretion that the Associate
      is in any way adversely affecting other fellow associates, customers,
      vendors, and the Company's reputation and public image.

18.   The Associate represents that all outstanding balances incurred by him/her
      and due on any credit cards or accounts issued to or used by him/her
      through the Company have been paid, including, but not limited to, those
      for which the Associate has been reimbursed. The Associate also agrees to
      pay on a timely basis any balances not yet due on such cards or accounts.
      Without limiting the Company's remedies for the Associate's failure to
      make such payments, the Company may withhold the amount of such balance
      from the Associate's severance payment(s) and may forward such amount to
      the appropriate creditor on the Associate's behalf.

19.   The Associate, on behalf of himself/herself and his heirs, assigns and
      successors, hereby fully releases and discharges the Company from any and
      all claims, wages, demands, rights agreements, causes of action, suits,
      and liabilities of whatever kind or nature which the Associate now owns or
      holds, or has at any time heretofore owned or held, as against the Company
      arising out of or in any way connected with the Associate's employment
      relationship with the Company, save and except for obligations of payment
      contained in this letter, and rights pursuant to continuation of his
      healthcare and life insurance benefits, which rights shall commence as of
      the date of this Agreement.

20.   This letter constitutes and contains the entire agreement and
      understanding concerning the Associate's employment and the other subject
      matters addressed herein between the parties, and supersedes and replaces
      all prior negotiations, and all agreements, proposed or otherwise, whether
      written or oral, concerning the subject matter hereof.

The Associate understands that this General Release and Waiver Agreement is a
binding legal document and that the Associate has been advised in writing by
Guilford Mills, Inc. to seek legal counsel at his own expense in considering its
terms and conditions. The Associate has 21 days to do so. The Associate
understands that he/she does not have to wait 21 days to sign the Agreement if
the Associate does not want to.

The Associate further acknowledges that this General Release and Waiver
Agreement has been read, that the Associate understands the rights that are
being waived and the consequences of his signature on this General Release and
Waiver Agreement, that the Associate executes this General Release and Waiver
Agreement knowingly, voluntarily, and with a genuine intent to waive the rights
identified herein, and that the Associate has not been subjected to any coercion
or pressure to sign it.

The Associate has seven (7) days after signing this Agreement to revoke the
Agreement and the rights identified herein.


                                   Accepted this 7th day of September,2001.


ACCEPTED:


                                 /s/ Byron J. McCutchen  /   September 7, 2001
                                 ----------------------      -----------------
                                 BYRON J. MCCUTCHEN          DATE


/s/ Richard E. Novak
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HUMAN RESOURCES REPRESENTATIVE

August 21, 2001
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DATE REVIEWED WITH ASSOCIATE