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                                                                 EXHIBIT (10)(t)

                              GUILFORD MILLS, INC.

                             2003 STOCK OPTION PLAN

1.       PURPOSES

                  Guilford Mills, Inc. (the "Company") desires to attract,
retain and motivate highly competent persons as key employees of the Company and
its Subsidiaries (as defined herein) by affording them an opportunity to acquire
a proprietary interest in the Company through awards of options ("Options")
exercisable to purchase shares of Common Stock (as defined herein), and thus to
align further the interests of the Company's key employees with those of the
Company's stockholders.

                  The Options offered pursuant to this Guilford Mills, Inc. 2003
Stock Option Plan (the "Plan") are a matter of separate inducement and are not
in lieu of any other compensation for the services of any employee .

                  The Options granted under the Plan are intended to be options
that do not meet the requirements for incentive stock options within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

                  As used in the Plan, the term "parent corporation" and
"Subsidiary" shall mean a corporation coming within the definition of "parent
corporation" and "subsidiary corporation" contained in Sections 424(e) and
424(f) of the Code, respectively.

2.       AMOUNT OF STOCK SUBJECT TO THE PLAN

                  Options granted under the Plan shall be exercisable for shares
of the Company's common stock, par value $.01 per share ("Common Stock"). The
maximum number of shares of Common Stock authorized for issuance under the Plan
upon the exercise of Options (the "Shares") shall not exceed, in the aggregate,
550,000 of the currently authorized shares of Common Stock of the Company, such
number to be subject to adjustment in accordance with Section 11 of the Plan.
Shares which may be acquired under the Plan may be either authorized but
unissued Shares, Shares of issued stock held in the Company's treasury, or both.
If and to the extent that Options granted under the Plan expire or terminate
without having been exercised, the Shares covered by such expired or terminated
Options may again be subject to a later-granted Option under the Plan.

3.       EFFECTIVE DATE AND TERM OF THE PLAN

                  The Plan shall become effective at 5:00 p.m., New York City
time, on June 24, 2003 (the "Effective Date"), subject to the approval of the
Plan by the Company's senior lenders pursuant to the terms of the Company's
senior loan agreements.

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Except as otherwise provided herein, the Plan shall terminate at the close of
business on June 24, 2013.

4.       ADMINISTRATION

                  The Plan shall be administered by the Compensation Committee
(the "Committee") of the Board of Directors of the Company (the "Board") or, if
the Board has not so appointed the Committee, by the entire Board (the Committee
or the Board, as the case may be, sometimes hereinafter referred to as the
"Administrator"). If the Committee is appointed as the Administrator, the
Committee shall be comprised of not less than two members and each member of the
Committee shall at all times be a "Non-Employee Director" within the meaning of
Rule 16b-3 (or any successor rule) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), except that a person who is not such a
"Non-Employee Director" may serve as a member of the Committee provided that he
recuses himself from any vote on a grant of Options to an Associate (as defined
herein) who is subject to the reporting requirements of Section 16(a) of the
Exchange Act. Subject to the express provisions of the Plan, the Administrator
shall have authority to make Option grants hereunder, determine the terms
applicable to Options (which terms need not be identical for all participants or
all Options), construe the Plan and the Options granted hereunder, to prescribe,
amend and rescind rules and regulations relating to the Plan and to make all
other determinations necessary or advisable for administering the Plan.
Notwithstanding anything to the contrary contained herein, the Administrator
shall be permitted in its discretion, subject to and in accordance with the
provisions of the Plan and applicable law (including, without limitation, the
provisions of Section 157 of the General Corporation Law of the State of
Delaware, as amended), to authorize one or more officers of the Company to (i)
designate Associates, as defined herein, who are not subject to the reporting
requirements of Section 16(a) of the Exchange Act to receive Options and (ii)
determine the number of Options such Associates may receive; provided, however,
that any such authorization shall specify the total number of options such
officer or officers may so award to Associates and no such authorization may
permit an officer to designate himself or herself a recipient of such options. .

                  The determination of the Administrator on matters referred to
in this Section 4 shall be conclusive.

5.       OPTION GRANTS

                  (a)      Persons eligible to receive Options shall consist of
such key employees of the Company and its Subsidiaries as the Administrator, in
its sole discretion, may designate from time to time to receive Options (an
"Associate"). The Administrator shall have the sole discretion to determine the
number of Shares underlying Options granted under the Plan. Designation of an
Associate to receive an Option on a given date shall not entitle such Associate
to receive an Option on any other date. The terms applicable to an Option
granted to an Associate on one date need not be identical to the terms
applicable to any Option granted to such Associate on another date.


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The Plan does not create a right in any employee of the Company or any
Subsidiary to have any Options granted to him.

                  (b)      Each Option granted pursuant to the Plan shall be
evidenced by a written agreement in a form and having such terms, provisions,
conditions and limitations (including, without limitation, a requirement that as
a condition to the receipt of an Option, the Associate refrain from engaging in
certain competitive activity with the Company or any Subsidiary) as the
Administrator may from time to time approve. In the event of any conflict
between the provisions of the Plan and such agreements, the provisions of the
Plan shall prevail. Any Associate selected to receive an Option grant pursuant
to the Plan may elect to decline the Option.

6.       OPTION PRICE AND PAYMENT

                  (a)      The price for each Share purchasable upon exercise of
any Option granted hereunder shall be such amount as the Administrator may
determine at the date of grant (which amount may be equal to, higher than or
lower than the fair market value per Share on the date of grant).

                  (b)      Upon the exercise of an Option granted hereunder, the
Company shall cause the purchased Shares to be issued when it shall have
received the full purchase price for the Shares in cash or, in the discretion of
the Administrator, by the delivery of shares of Common Stock (in proper form for
transfer and accompanied by all requisite stock transfer tax stamps or cash in
lieu thereof) then owned by the holder of the Option having a fair market value
equal to the cash exercise price applicable to that portion of the Option being
exercised by the delivery of such shares, by the withholding of Shares for which
the Option is exercisable having a fair market value equal to the cash exercise
price applicable to that portion of the Option being exercised, or by a
combination of these methods. The fair market value per Share of Common Stock so
delivered or withheld in payment of the purchase price shall be determined as of
the date immediately preceding the date on which the Option is exercised in
accordance with this Section 6, or as may be required in order to comply with or
to conform to the requirements of any applicable laws or regulations.

                  (c)      For purposes of the Plan, fair market value per Share
shall be the closing price for a share of Common Stock on the date of
determination if the Common Stock is readily tradeable on a national securities
exchange or other market system; provided, however, if the Common Stock is not
traded on such date, the fair market value per Share shall be deemed to be the
highest bid quotation for such shares as quoted on such exchange or system on
such date; provided, further, however, if such exchange or system is not open
for business on such date or the Common Stock was not traded on such date and no
bid quotations were recorded, the fair market value per Share shall be
determined as of the closest preceding date on which such exchange or system
shall have been open for business and the Common Stock was traded. If the Common
Stock is not readily tradeable on a national securities exchange or other market
system, fair market value per Share shall be determined in good faith by the
Administrator.


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7.       LIMITATIONS ON THE RIGHT OF EXERCISE

                  (a)      In no event shall an Option granted hereunder be
exercised for a fraction of a Share.

                  (b)      A person entitled to receive Shares upon the exercise
of an Option shall not have the rights of a stockholder with respect to such
Shares until the date of issuance of a stock certificate to him or her for such
Shares; provided, however, that until such stock certificate is issued, any
holder of an Option using previously acquired shares of Common Stock in payment
of an option exercise price shall continue to have the rights of a stockholder
with respect to such previously acquired shares of Common Stock.

8.       OPTION PERIOD AND EXERCISE OF OPTIONS

                  (a)      Options shall be exercisable at such time or times
and subject to such terms and conditions as shall be determined by the
Administrator; provided, however, that no Option shall be exercisable later than
ten years after the date it is granted. All Options shall terminate at such
earlier times and upon such conditions or circumstances as the Administrator
shall in its discretion set forth in the agreement evidencing the Option.

                  (b)      Subject to the express provisions of the Plan,
Options granted under the Plan shall be exercised by the optionee as to all or
part of the Shares covered thereby by the giving of written notice of the
exercise thereof to the Corporate Secretary of the Company at the principal
business office of the Company, specifying the number of Shares to be purchased,
the proposed form of payment and specifying a business day not more than ten
(10) days from the date such notice is given for the payment of the purchase
price against delivery of the Shares being purchased. Subject to the terms of
Sections 13, 14 and 15 hereof, the Company shall cause certificates for the
Shares so purchased to be delivered at the principal business office of the
Company, against payment of the full purchase price, on the date specified in
the notice of exercise.

                  (c)      If an Option granted hereunder shall be exercised by
the legal representative of a deceased Associate, or by a person who acquired an
Option granted hereunder by bequest or inheritance or by reason of the death of
any Associate, written notice of such exercise shall be accompanied by a
certified copy of letters testamentary or equivalent proof of the right of such
legal representative or other person to exercise such Option.

9.       USE OF PROCEEDS

                  The cash proceeds from the sale of Shares subject to the
Options granted hereunder are to be added to the general funds of the Company
and used for its general corporate purposes as the Board shall determine.


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10.      NON-TRANSFERABILITY OF OPTIONS

                  An Option granted hereunder shall not be transferable, whether
by operation of law or otherwise, other than by will or the laws of descent and
distribution. In the event of the death of an Associate, each Option theretofore
granted to him or her shall be exercisable during such period after his or her
death as the Administrator shall in its discretion set forth in such Option
agreement and then only by the executor or administrator of the estate of the
deceased Associate or the person or persons to whom the deceased Associate's
rights under the Option shall pass by will or the laws of descent and
distribution. Except to the extent provided above, in this Section 10, Options
also may not be assigned, transferred, pledged, hypothecated or disposed of in
any way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process.

11.      ADJUSTMENT OF SHARES; CHANGE IN CONTROL

                  (a)      Notwithstanding any other provision contained herein,
in the event of any change in the Shares subject to the Plan or to any Option
granted under the Plan (through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, or other like change in the capital
structure of the Company), an adjustment shall be made to each outstanding
Option such that each such Option shall thereafter be exercisable for such
securities, cash and/or other property as would have been received in respect of
the Shares subject to such Option had such Option been exercised in full
immediately prior to such change, and such an adjustment shall be made
successively each time any such change shall occur. The term "Shares" after any
such change shall refer to the securities, cash and/or property then receivable
upon exercise of an Option. In addition, in the event of any such change, the
Administrator shall make any further adjustment to the maximum number of Shares
which may be acquired under the Plan pursuant to the exercise of Options, and
the number of Shares and price per Share subject to outstanding Options as shall
be equitable to prevent dilution or enlargement of rights under such Options,
and the determination of the Administrator as to these matters shall be
conclusive and binding on the optionee.

                  (b)      Notwithstanding any other provision of this Plan, if
(A) the employment of an Associate shall terminate by reason of (i) the
Associate's dismissal by the Company or Subsidiary, as the case may be, other
than for Cause (as defined herein) or (ii) the Associate's termination of
employment with the Company or Subsidiary, as the case may be, for Good Reason
(as defined herein) after having delivered to the Company a written Notice of
Termination (as defined herein) (a termination of employment as set forth in
either clause (i) or (ii), an "Eligible Termination") and (B) the Eligible
Termination occurs within 13 months (the "Post Change in Control Period") after
the occurrence of a Change in Control (as defined herein) of the Company, then
all outstanding Options of such Associate shall immediately vest and become
exercisable in full and shall remain exercisable at any time up to and including
the earlier of three years after the date of the Eligible Termination and the
tenth anniversary of the date of grant. Notwithstanding any other provision of
this Plan, the Administrator may, in its sole


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discretion, determine that upon a Change in Control of the Company, each Option
outstanding hereunder shall terminate within a specified number of days after
notice to the holder of the Option, and such holder shall receive, with respect
to each Share subject to such Option, cash in an amount equal to the excess of
the fair market value of such Share immediately prior to the occurrence of the
Change in Control over the exercise price per Share of the Option.

                  (c)      A "Change in Control" of the Company shall be deemed
to have occurred upon any of the following events:

                  (i)      Any "person" or "group"(as such terms are used in
Sections 13(d) and 14(d)(2) of the Exchange Act but excluding any employee
benefit plan of the Company) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the combined voting power of
the Company's outstanding securities then entitled ordinarily to vote for the
election of directors; or

                  (ii)     During any period of two (2) consecutive years
commencing on or after the Effective Date, the individuals who at the beginning
of such period constitute the Board or any individuals who would be Continuing
Directors cease for any reason to constitute at least a majority thereof; or

                  (iii)    The Board shall approve a sale of all or
substantially all of the assets of the Company; or

                  (iv)     The Board shall approve any merger, consolidation, or
like business combination or reorganization of the Company, the consummation of
which would result in the occurrence of any event described in clause (i) or
(ii), above.

                  (d)      The term "Continuing Directors" shall mean the
directors of the Company in office on the Effective Date and any successor to
any such director and any additional director who after the Effective Date (i)
was nominated or selected by a majority of the Continuing Directors in office at
the time of his or her nomination or selection and (ii) who is not an
"affiliate" or "associate" (as defined in Regulation 12B under the Exchange Act)
of any person who is the beneficial owner, directly or indirectly, of securities
representing ten percent (10%) or more of the combined voting power of the
Company's outstanding securities then entitled ordinarily to vote for the
election of directors.

                  (e)      The term "Cause" shall mean:

                  (i)      The willful and continued failure by the Associate to
perform substantially his or her duties with the Company or any Subsidiary
(other than any such failure resulting from the Associate's incapacity due to
physical or mental illness or any such failure resulting from termination by the
Associate for Good Reason) after a written demand for substantial performance is
delivered to the Associate by the Company's chief executive officer or, if the
Associate in question is the chief executive officer, by the


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Board, which demand specifically identifies the manner in which the chief
executive officer of the Company or the Board, as the case may be, believes that
the Associate has not substantially performed his or her duties; or

                  (ii)     The willful engagement in conduct by the Associate
which is demonstrably and materially injurious to the Company or any Subsidiary,
monetarily or otherwise (including, without limitation, conduct which is
violative of a written Company policy); or

                  (iii)    Conviction for a felony or other crime punishable by
imprisonment, or the entering of a plea of nolo contendere thereto.

                  For purposes of this definition, no act, or failure to act, on
the Associate's part shall be considered "willful" unless done, or omitted to be
done, by him or her knowing and with the intent that such action or inaction
would not be in the best interests of the Company and its Subsidiaries or
otherwise was done or omitted to be done in bad faith.

                  (f)      The term "Good Reason" shall mean:

                  (i)      The assignment by the Company or a Subsidiary to the
Associate of duties which result, without the Associate's express written
consent, in a significant reduction in the Associate's authority and
responsibility when compared to the level of authority and responsibility
assigned to the Associate as of the date of the most recent Option grant to the
Associate; or

                  (ii)     A reduction by the Company or a Subsidiary of the
Associate's annual base salary; or

                  (iii)    The failure by the Company to continue to provide the
Associate with substantially the same level of employee benefits under all
employee benefit plans, including, without limitation, (aa) all pension plans,
as such term is defined in Section 3(2) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), including the Salaried Associate
Retirement Profit-Sharing Plan, the Company's 401(k) Plan and the Company's
Excess Benefits Plan, (bb) all other retirement plans, whether or not
tax-qualified, (cc) all incentive and cash bonus plans, (dd) all welfare plans,
as such term is defined in section 3(1) of ERISA, including, group life
insurance plans, medical, dental, accident, disability and other insurance
plans, and (ee) all perquisites, in each case, as are provided to the Associate
on the date of the most recent Option grant to the Associate, or with a package
of employee benefits that, though one or more such benefits may vary from those
provided as of such date, is substantially comparable in all material respects
when taken as a whole to such employee benefits provided as of such date; or

                  (iv)     The failure by the Company to provide continued
participation in an annual cash bonus plan pursuant to which, if applicable
Company and/or individual performance criteria are satisfied, the Associate
would receive an annual bonus in an amount equal to the product of (aa) his or
her annual base salary and (bb) a bonus percentage, provided, however, that such
performance criteria used in calculating the


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amount of an annual bonus shall be selected and determined in a manner
substantially consistent with the method of establishing such targets
immediately prior to the date of the most recent Option grant to the Associate
and the bonus percentage shall be no less than that percentage used in
determining the amount of the Associate's targeted bonus immediately prior to
such date; provided, however, that Good Reason shall not exist in the event the
Company changes the criteria for receiving such amounts for valid business
purposes not related to the Associate; or

                  (v)      The failure by the Company to perform its obligations
under any Company employee benefit plans and agreements entered into between the
Company and the Associate.

                  (g)      The term "Notice of Termination" shall mean a notice
given by the Associate, which shall indicate the specific basis for termination;
provided, however, that an Associate shall not be entitled to give a Notice of
Termination that he or she is terminating his or her employment with the Company
or a Subsidiary for Good Reason (i) after the expiration of six months following
the last to occur of the events alleged by him or her to constitute Good Reason
or (ii) if the Associate provided written consent to the event alleged by him or
her to constitute Good Reason prior to the occurrence of such event.

12.      TENURE

                  An Associate's right, if any, to continue to serve the Company
as a director, officer, employee or otherwise shall not be enlarged or otherwise
affected by his or her designation as a participant under the Plan.

13.      PURCHASE FOR INVESTMENT

                  Except as hereinafter provided, the Administrator may require
the holder of an Option granted hereunder, as a condition to exercise of such
Option in the event the Shares subject to such Option are not registered
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"), and applicable state securities laws,
to execute and deliver to the Company a written statement, in form satisfactory
to the Administrator, in which such holder (a) represents and warrants that such
holder is purchasing or acquiring the Shares acquired thereunder for such
holder's own account for investment only and not with a view to the resale or
distribution thereof in violation of any federal or state securities laws and
(b) agrees that any subsequent resale or distribution of any of such Shares
shall be made only pursuant to either (i) an effective registration statement
covering such Shares under the Securities Act and applicable state securities
laws or (ii) specific exemptions from the registration requirements of the
Securities Act and any applicable state securities laws, based on a written
opinion of counsel, in form and substance satisfactory to counsel for the
Company, as to the application thereto of any such exemptions.

                  Nothing herein shall be construed as requiring the Company to
register Shares subject to any Option under the Securities Act or any state
securities law and, to


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the extent deemed necessary by the Company, Shares issued
upon exercise of an Option may contain a legend to the effect that registration
rights have not been granted with respect to such Shares.

14.      ISSUANCE OF STOCK CERTIFICATES; LEGENDS; PAYMENT OF EXPENSES;
         WITHHOLDING

                  (a)      The Company may endorse such legend or legends upon
the certificates for Shares issued upon exercise of Options granted pursuant to
the Plan and may issue such "stop transfer" instructions to its transfer agent
in respect of such Shares as the Administrator, in its discretion, determines to
be necessary or appropriate to (i) prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act or (ii)
implement the provisions of the Plan and any agreement between the Company and
the optionee or grantee with respect to such Shares.

                  (b)      The Company shall pay all issue or transfer taxes
with respect to the issuance or transfer of Shares, as well as all fees and
expenses necessarily incurred by the Company in connection with such issuance or
transfer, except fees and expenses that may be necessitated by the filing or
amending of a registration statement under the Securities Act, which fees and
expenses shall be borne by the recipient of the Shares unless such registration
statement has been filed by the Company for its own corporate purpose (and the
Company so states) in which event the recipient of the Shares shall bear only
such fees and expenses as are attributable solely to the inclusion of the Shares
an optionee receives in the registration statement.

                  (c)      All payments or distributions made pursuant to the
Plan shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local tax withholding requirements. The Company may require
the Option holder to remit to it or to the corporation that employs such Option
holder an amount sufficient to satisfy any tax withholding requirements. In lieu
thereof, the Company or the employing corporation shall have the right to
withhold the amount of such taxes from any other sums due to or become due from
such corporation to the Option holder as the Administrator shall prescribe. The
Administrator may, in its discretion and subject to such rules as it may adopt
(including any as may be required to satisfy applicable tax and/or non-tax
regulatory requirements), permit a participant to pay all or a portion of the
federal, state and local withholding taxes arising in connection with any Option
by electing to have the Company withhold shares of Common Stock having a fair
market value equal to the amount of tax to be withheld, such tax calculated at
rates required by statute or regulation.

                  (d)      All Shares issued as provided herein shall be fully
paid and nonassessable to the extent permitted by law.

15.      LISTING OF SHARES AND RELATED MATTERS

                  If at any time the listing, registration or qualification of
the Shares subject to such Option on any securities exchange or under any
applicable law, or the consent or


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approval of any governmental regulatory body, is necessary as a condition of, or
in connection with, the granting of an Option, or the issuance of Shares
thereunder, such Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained.

16.      AMENDMENT OF THE PLAN

                  The Board may, from time to time, amend the Plan; provided,
however, that no action authorized by this Section 16 shall reduce the number of
Shares subject to an outstanding Option or materially adversely affect the terms
and conditions thereof without the consent of the Associate to whom the Option
was granted.

17.      TERMINATION OR SUSPENSION OF THE PLAN

                  The Board may at any time suspend or terminate the Plan.
Options may not be granted while the Plan is suspended or after it is
terminated. Rights and obligations under any Option granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except upon the consent of the Associate to whom the Option was granted.
The power of the Administrator to construe and administer any Options under
Section 4 that are granted prior to the termination or the suspension of the
Plan shall continue after such termination or during such suspension.

18.      GOVERNING LAW

                  The Plan, such Options as may be granted hereunder and all
related matters shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware (without regard to principles of
conflicts of laws) from time to time in effect.

19.      PARTIAL INVALIDITY

                  The invalidity or illegality of any provision herein shall not
be deemed to affect the validity of any other provision.


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