TEXFI INDUSTRIES, INC.

                    BOARD OF DIRECTORS RESOLUTIONS CONCERNING
                         1990 EXECUTIVE STOCK PURCHASE PLAN

                                 January 16, 1997


         WHEREAS, the corporation's 1990 Executive Stock Purchase Plan (the 
"Plan"), provides that the maximum number of shares of the corporation's 
Common Stock that may be purchased pursuant to the Plan is 300,000 shares; and

         WHEREAS, 198,236 shares of Common Stock have previously been purchased
upon exercise of options granted under the Plan and, as a result, only 101,764 
shares of Common Stock are currently available for options that may be granted
under the Plan; and

         WHEREAS, to give it added flexibility in attracting key employees and
in providing key employees additional incentive to continue as employees of the
corporation or a subsidiary of the corporation, the Board of Directors desires
to increase, by 200,000 shares, the aggregate number of shares of Common Stock
that may be purchased pursuant to the Plan; and

         WHEREAS, a technical amendment to the Plan is necessary in order to 
conform to Rule 16b-3 of the Securities and Exchange Commission, as recently 
amended; now, therefore, it is

         RESOLVED, that Section 2 of the Plan is hereby amended in its entirety
to read as follows:

              2.    Administration.  The Plan shall be administered by a 
          Committee of the Board of Directors, consisting of two or more 
          persons appointed from time to time by the Board from among its 
          members (the "Committee").  Each member of the Committee shall be a
          "Non-Employee Director" within the meaning of Rule 16b-3 of
          the Rules under the Securities Exchange Act of 1934, as amended.  
          The interpretation and construction by the Committee of the Plan or 
          of any option or subscription agreement hereunder shall be final.  
          No member of the Committee shall be liable for any action or 
          determination made in good faith with respect to the Plan or any 
          option or subscription agreement hereunder.
 
          RESOLVED, that, subject to stockholder approval thereof, the Plan be
          and hereby is amended to increase, by a total of 200,000 shares, the 
          aggregate number of shares of Common Stock that may be purchased 
          pursuant to the Plan.

          FURTHER RESOLVED, that this amendment to the Plan shall be submitted 
          to the stockholders of the corporation at the next annual meeting of 
          the corporation's stockholders, with the recommendation of the Board 
          of Directors that it be approved.


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          FURTHER RESOLVED, that, subject to stockholder approval of the 
          amendment to the Plan, the corporation be and hereby is authorized 
          and directed to register the additional shares that may be purchased 
          pursuant to such plan by filing a Registration Statement on Form S-8
          with the Securities and Exchange Commission, and the proper officers
          of the corporation be and hereby are authorized and directed to take 
          such action as they deem necessary or desirable in connection with 
          such registration.

          FURTHER RESOLVED, that, subject to stockholder approval of the 
          amendment to the Plan, the additional shares of Common Stock of the 
          corporation which are issuable pursuant to the Plan shall be listed 
          on the New York Stock Exchange and the proper officers of the
          corporation are hereby authorized and directed to make application to
          the New York Stock Exchange for the listing of such shares, to take 
          all necessary actions to perfect such listing application with the 
          New York Stock Exchange, and to execute any application, agreement or
          document required under the rules of the New York Stock Exchange.

          FURTHER RESOLVED, that, subject to stockholder approval of the 
          amendment to the Plan, the proper officers of the corporation are 
          hereby authorized and directed to deliver any and all instruments and
          documents and do any and all such acts or things as they or any of
          them may deem necessary or advisable to carry out fully the purposes 
          of the foregoing resolutions.