ASSIGNMENT AND
TERMINATION AGREEMENT

NORTH CAROLINA
GUILFORD COUNTY

      THIS  ASSIGNMENT AND TERMINATION  AGREEMENT,  made and
entered   into  as  of  the  31st  day  of   August,   2000,
("Agreement")  among ATLANTIC FINANCIAL GROUP, LTD., a Texas
limited  partnership,  ("AFG"),  SUNTRUST BANK,  ATLANTA,  a
Georgia  banking  corporation,  ("SunTrust")  and CONE MILLS
CORPORATION, a North Carolina corporation, ("Cone").

WITNESSETH THAT:

      WHEREAS,  Cone,  as  Landlord in that  certain  Ground
Lease dated as of October 24,  1994,  (the  "Ground  Lease")
with  TBC  Realty  II  Corporation,   a  Texas  corporation,
("TBC"),  as Tenant,  leased to TBC certain real property in
Guilford County,  North Carolina,  (the "Leasehold  Parcel")
described  on  Exhibit  A-1  hereto.  The  Ground  Lease  is
evidenced of record by a Memorandum of Ground Lease dated as
of October 24, 1994,  and recorded in Book 4251,  Pages 1044
to 1047, Office of the Register of Deeds of Guilford County,
North Carolina ("Guilford County Registry"); and

      WHEREAS,  TBC, as Lessor in that certain  Master Lease
Agreement dated as of October 24, 1994, as amended from time
to time,  (the "Master  Lease")  leased to Cone,  as Tenant,
certain  real  property  that is part  of the  North  Pointe
Corporate  Center  Development  in  Guilford  County,  North
Carolina,  and is more particularly described on Exhibit A-2
hereto.  The  Master  Lease  is  evidenced  of  record  by a
Memorandum of Master Lease dated as of October 24, 1994, and
recorded in Book 4251, Page 1048,  Guilford County Registry;
and

      WHEREAS,  in connection  with the Ground Lease and the
Master  Lease,  TBC,  Cone and  Citicorp  Leasing,  Inc.,  a
Delaware   corporation,   ("Citicorp")   entered   into   an
Acknowledgment  Agreement  recorded in Book 4251, Page 1082,
Guilford County Registry, ("Acknowledgment Agreement") and a
Subordination,   Non-Disturbance  and  Attornment  Agreement
recorded in Book 4251, Page 1092,  Guilford County Registry,
("SNDA"); and

      WHEREAS,  all  of  TBC's  and  Citicorp's   respective
interests in the Ground Lease, Master Lease,  Acknowledgment
Agreement  and SNDA were  assigned  to AFG and  SunTrust  by
Assignment  and Assumption  Agreement  dated as of April 15,
1999, and recorded in Book 4844, Page 1478,  Guilford County
Registry; and
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      WHEREAS,  AFG and  SunTrust  have  agreed that AFG and
SunTrust  will assign all of their  respective  interests in
the Ground Lease,  Memorandum of Ground Lease, Master Lease,
Memorandum  of Master  Lease,  Acknowledgment  Agreement and
SNDA to Cone,  and AFG,  SunTrust  and Cone have all  agreed
that,  upon  such   assignment,   those   agreements   shall
terminate.

      NOW, THEREFORE, for and in consideration of the sum of
Ten   Dollars   ($10.00)   and  other   good  and   valuable
considerations,  the  receipt and  sufficiency  of which are
hereby acknowledged, the parties hereby agree as follows:

AFG and  SunTrust  hereby  assign  all of  their  respective
right,  title  and  interest  in the  Ground  Lease  and the
Memorandum of Ground Lease to Cone and such  agreements  are
hereby terminated and cancelled of record effective the time
and date of the recording of this  Agreement in the Guilford
County Registry.

AFG and  SunTrust  hereby  assign  all of  their  respective
right,  title  and  interest  in the  Master  Lease  and the
Memorandum of Master Lease to Cone and such  agreements  are
hereby terminated and cancelled of record effective the time
and date of the recording of this  Agreement in the Guilford
County Registry.

AFG and  SunTrust  hereby  assign  all of  their  respective
right,  title and interest in the  Acknowledgment  Agreement
and the SNDA to Cone and such agreements are each terminated
and  cancelled of record  effective the time and date of the
recording of this Agreement in the Guilford County Registry.

This  Assignment  also  shall  convey to Cone any and all of
AFG's  and  SunTrust's  right,  title  and  interest  to any
improvements  located on the  property  described on Exhibit
A-1 and Exhibit A-2 hereto.

This Assignment is made without  representation  or warranty
(expressed  or  implied)  except  that  AFG  represents  the
Leasehold  Parcel  is  free  and  clear  of any  conveyance,
mortgage,  lease,  or Lien or any other adverse  interest of
any  kind  created  or  caused  by AFG or TBC or any  person
claiming by,  through or under AFG or TBC, but not otherwise
(except as consented to by Cone).

IN WITNESS  WHEREOF,  the parties have caused this Agreement
to be executed by their respective duly authorized  officers
as of the day and year first above written.
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                              ATLANTIC FINANCIAL GROUP, LTD.,
                              a Texas limited partnership

                              By:   Atlantic Financial Managers, Inc., a
                                    Texas corporation, its authorized
                                    General Partner

                                    By:   /s/  Stephen Brackshire
                                    Its:  President

(CORPORATE SEAL)
                                    Attest: /s/  Jeffrey Brawner
                                    Its:   Secretary

<PAGE>

                              CONE MILLS CORPORATION, a North Carolina
                              corporation

                                    By:   /s/Gary L. Smith
                                    Its:  Executive Vice President and CFO
(CORPORATE SEAL)
                                    Attest:   /s/ Neil W. Koonce
                                    Its:  Secretary

                              SUNTRUST BANK, ATLANTA, a Georgia
                              banking corporation, as Agent

                                    By:  /s/ Samuel M. Ballestur
                                    Its:  Director

(CORPORATE SEAL)
                                    Attest:     /s/ Robert F. Ryan
                                    Its:  Vice President

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<PAGE>
STATE OF TEXAS

COUNTY OF DALLAS


I, Anne M. Ford,  a Notary  Public,  do hereby  certify that
JEFFERY B. BRAWNER  personally  appeared  before me this day
and  acknowledged  that  he is  the  Secretary  of  Atlantic
Financial Managers,  Inc., a Texas corporation,  the General
Partner of Atlantic  Financial Group,  Ltd., a Texas limited
partnership,  and that by authority  duly given,  and as the
act  of  the  corporation,  in  its  capacity  such  general
partner,  the foregoing instrument was signed in its name by
its President,  sealed with its corporate seal, and attested
by him as its Secretary.

WITNESS  my hand  and  official  seal  this  the 30th day of
August, 2000.

                                          /s/ Anne M. Ford
                                          Notary Public, State of Texas

Annie M. Ford
Notary Public
State of Texas

My Commission Expires:
09/17/2002

(NOTARY SEAL/STAMP)



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STATE OF NORTH CAROLINA

COUNTY OF GUILFORD


I, Cheryl G. Hollis, a Notary Public, do hereby certify that
NEIL W. KOONCE  personally  appeared  before me this day and
acknowledged   that  he  is  the  Secretary  of  CONE  MILLS
CORPORATION,  a banking  corporation,  and that by authority
duly given, and as the act of the corporation, the foregoing
instrument  was  signed  in its name by its  Executive  Vice
President  and  Chief  Financial  Officer,  sealed  with its
corporate seal, and attested by him as its Secretary.

WITNESS  my hand  and  official  seal  this  the 30th day of
August, 2000.

                                    /s/ Cheryl G. Hollis
                                      Notary Public

My commission expires:
11/17/2003

                                      (NOTARY SEAL/STAMP)



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STATE OF TENNESSEE

COUNTY OF DAVIDSON

      I, Adrianna L. Williams,  a Notary  Public,  do hereby
certify that ROBERT F. RYAN  personally  appeared  before me
this day and  acknowledged  that he is the Vice President of
SUNTRUST BANK, ATLANTA, a banking  corporation,  and that by
authority duly given, and as the act of the corporation, the
foregoing instrument was signed in its name by its Director,
sealed with its corporate  seal,  and attested by him as its
Vice President.

WITNESS  my hand  and  official  seal  this  the 25th day of
August, 2000.

                                    /s/ Adriana L. Williams
                                    Notary Public

My commission expires:
01/31/2004

                                    (NOTARY SEAL/STAMP)


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