THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED
UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY IS SUBJECT TO THE APPLICABLE
TERMS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF JULY 3, 2001, AND THE
REGISTRATION RIGHTS AGREEMENT, DATED AS OF JULY 3, 2001. COPIES OF SUCH
AGREEMENTS ARE AVAILABLE AT THE OFFICES OF THE ISSUER.

                          COLLINS & AIKMAN CORPORATION

               Warrant for the Purchase of Shares of Common Stock

No. ____                                                     _________ Shares

     FOR VALUE RECEIVED, COLLINS & AIKMAN CORPORATION (the "Issuer"), a Delaware
corporation, hereby certifies that [ ] or its registered assigns (the "Holder")
is entitled, subject to the provisions of this Warrant (this "Warrant"), to
purchase from the Issuer, at any time or from time to time during the Exercise
Period, as hereinafter defined, an aggregate of [ ] [( )] fully paid and
nonassessable shares of Common Stock at a purchase price per share equal to the
Exercise Price. The number of Warrant Shares to be received upon the exercise of
this Warrant and the Exercise Price are subject to adjustment from time to time
as hereinafter set forth. This Warrant is issued pursuant to an Agreement and
Plan of Merger dated as of May 14, 2001 among the Issuer, Collins & Aikman
Products Co., Becker Group, L.L.C. and the Sellers named therein (as amended
from time to time, the "Merger Agreement").

     Section 1. Definitions. The following terms have the following meanings:

     "Common Stock" means the authorized Common Stock, par value $0.01 per
share, of the Issuer, and any stock into which such Common Stock may thereafter
be converted or changed.

     "Current Market Price" per share of Common Stock means on any record date
the average of the current market value, determined as set forth below, of a
share of Common Stock for the 20 trading days prior to the date in question.

          (i) If the Common Stock is listed on a national securities exchange or
     admitted to unlisted trading privileges on such an exchange, the current
     market value


<PAGE>
                                       -2-


     shall be the last reported sale price of a share of Common Stock on such
     exchange on such trading day or if no such sale is made on such day, the
     mean of the closing bid and asked prices for such day on such exchange; or

          (ii) If the Common Stock is not so listed or admitted to unlisted
     trading privileges, the current market value shall be the mean of the last
     bid and asked prices for a share of common stock reported on such trading
     day (A) by the Nasdaq Stock Market or (B) if reports are unavailable under
     clause (A) above by the National Quotation Bureau Incorporated; or

          (iii) If the Common Stock is not so listed or admitted to unlisted
     trading privileges and bid and asked prices are not so reported, the
     current market value shall be such value as is reasonably determined in
     good faith by the Board of Directors of the Issuer, which determination
     shall be conclusive.

     "Exercise Period" means the period from and including the date of issuance
of this Warrant to and including 5:00 p.m. (New York City time) on the third
anniversary of the date hereof (or if such day is not a Business Day, the next
succeeding Business Day).

     "Exercise Price" means an amount equal to $5.00 per share of Common Stock,
as adjusted from time to time according to the terms hereof.

     "Warrant Shares" means the shares of Common Stock and any other securities
or property issuable or deliverable upon exercise of this Warrant, as adjusted
from time to time.

     Section 2. Exercise of Warrant. This Warrant may be exercised in whole or
in part, at any time or from time to time, during the Exercise Period, by
presentation and surrender hereof to the Issuer at its principal office at the
address set forth on the signature page hereof (or at such other address as the
Issuer may hereafter or then notify the Holder in writing), or at the office of
its stock transfer agent or warrant agent, if any, with the Purchase Form
annexed hereto duly executed and accompanied by proper payment of that portion
of the Exercise Price represented by the number of shares of Common Stock
specified in such form being exercised. Such payment may be made, at the option
of the Holder, either (a) by cash, certified or bank cashier's check or wire
transfer in an amount equal to the product of (i) the Exercise Price times (ii)
the number of shares of Common Stock as to which this Warrant is being exercised
or (b) by receiving from the Issuer the number of Warrant Shares equal to (i)
the number of Warrant Shares as to which this Warrant is being exercised minus
(ii) the number of Warrant Shares having a value, based on the Current Market
Price on the trading day immediately prior to the date of such exercise, equal
to the product of (x) the Exercise Price times (y) the number of shares of
Common Stock as to which this Warrant is being exercised. If this Warrant should
be exercised in part only, the Issuer shall, upon surrender of this Warrant,
execute and deliver a new Warrant evidencing the rights of the Holder thereof to

<PAGE>
                                      -3-


purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt
by the Issuer of this Warrant and the Purchase Form annexed hereto, together
with the applicable portion of the Exercise Price, at such office, in proper
form for exercise during the Exercise Period, the Holder shall be deemed to be
the holder of record of the Warrant Shares, notwithstanding that the stock
transfer books of the Issuer shall then be closed or that certificates
representing such Warrant Shares shall not then be actually delivered to the
Holder. The Issuer shall pay any and all documentary stamp or similar issue
taxes payable in respect of the issue of the Warrant Shares. The Issuer shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issuance or delivery of certificates representing
Warrants or Warrant Shares in a name other than that of the Holder at the time
of surrender for exercise, and, until the payment of such tax, shall not be
required to issue such Warrant Shares.

     Section 3. Due Authorization; Reservation of Shares. (a) The Issuer
represents and warrants that this Warrant has been duly authorized, executed and
delivered by the Issuer and is a valid and binding agreement of the Issuer and
entitles the Holder hereof or its assignees to purchase Warrant Shares upon
payment to the Issuer of the Exercise Price applicable to such shares. The
Issuer hereby agrees that at all times there shall be reserved for issuance and
delivery upon exercise of this Warrant all shares of its Common Stock or other
shares of capital stock of the Issuer from time to time issuable upon exercise
of this Warrant. All such shares shall be duly authorized and, when issued upon
such exercise and paid for, shall be validly issued, fully paid and
nonassessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale and free and clear of all preemptive
rights.

     (b) Assuming the veracity of the Holder's representations in Section 10(a)
hereof and in the Merger Agreement, as applicable, the Issuer represents and
warrants that the execution and delivery by it of this Warrant do not require
any action by or in respect of the Issuer (other than those that have been
taken) or filing with any governmental body, agency or official and do not
contravene or constitute a default under or violation of (i) any provision of
applicable law or regulation, (ii) the certificate of incorporation or bylaws of
the Issuer, or (iii) any material agreement, judgment, injunction, order, decree
or other instrument binding upon the Issuer.

     Section 4. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Issuer shall pay to the Holder an amount in cash equal to such fraction
multiplied by the Current Market Price of such fractional share or may, at the
Issuer's sole option, round up the number of shares to the nearest whole number.


<PAGE>
                                      -4-


     Section 5. Exchange, Transfer, Assignment or Loss of Warrant. This Warrant
is exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Issuer for other Warrants of different
denominations, entitling the Holder or Holders thereof to purchase in the
aggregate the same number of Warrant Shares. Subject to all applicable
provisions of the Merger Agreement and the Stockholders Agreement (as defined in
the Merger Agreement), the Holder shall be entitled to assign its interest in
this Warrant in whole or in part, without charge to the Holder hereof, to any
person or persons. Upon surrender of this Warrant to the Issuer, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Issuer shall, without charge, execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees named in such
instrument of assignment and, if the Holder's entire interest is not being
assigned, in the name of the Holder, and this Warrant shall promptly be
canceled. This Warrant may be divided or combined with other Warrants that carry
the same rights upon presentation hereof at the office of the Issuer, together
with a written notice specifying the names and denotations in which new Warrants
are to be issued and signed by the Holder hereof. Upon receipt by the Issuer of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Issuer shall at its expense execute and deliver a new
Warrant of like tenor and date.

     Section 6. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Issuer, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant;
provided, however, that the Holder shall be entitled to receive all Distribution
Rights (as hereinafter defined) in respect of Common Stock as though this
Warrant had been exercised.

     Section 7. Anti-dilution Provisions and Other Adjustments. The number of
Warrant Shares issuable upon the exercise hereof and the Exercise Price therefor
shall be subject to change or adjustment as follows:

          (a) Stock Dividends, Splits, Combinations, Reclassifications, etc. If
     the Issuer at any time (i) shall declare a dividend or make a distribution
     on its Common Stock payable in shares of its capital stock (whether shares
     of Common Stock or of capital stock of any other class), (ii) shall
     subdivide shares of its Common Stock into a greater number of shares, (iii)
     shall combine or have combined its outstanding Common Stock into a smaller
     number of shares or (iv) shall issue by reclassification of its Common
     Stock (including any such reclassification in connection with a
     consolidation or merger in which the Issuer is the continuing corporation),
     other securities of the Issuer, the Holder shall be entitled to purchase
     the aggregate number and kind of shares of capital stock and other
     securities which, if the Warrant had been exercised immediately prior to
     such event, the Holder would have owned upon such exercise and been

<PAGE>
                                      -5-


     entitled to receive by virtue of such dividend, distribution, subdivision,
     combination or reclassification. In such cases the Exercise Price shall be
     adjusted equitably. Such adjustment, shall be made successively whenever
     any event listed above shall occur.

          (b) Stock Other Than Common Stock. In the event that at any time, as a
     result of an adjustment made pursuant to subsection (a) of this Section 7,
     the Holder shall become entitled to receive any shares of the capital stock
     of the Issuer other than Common Stock, thereafter the number of such other
     shares so receivable upon exercise of this Warrant shall be subject to
     adjustment from time to time in a manner and on terms as nearly equivalent
     as practicable to the provisions with respect to the Common Stock contained
     in this Section 7, and the provisions of this Warrant with respect to the
     Common Stock shall apply on like terms to any such other shares.

          (c) Certain Distributions. If at any time the Issuer grants, issues or
     sells options, convertible securities, or rights to purchase Capital Stock,
     warrants or other securities pro rata to the record holders of any Common
     Stock (the "Distribution Rights"), then the Issuer shall grant, issue, sell
     or make to each registered Holder of Warrants then outstanding the
     aggregate Distribution Rights which such Holder would have acquired if such
     Holder had held the maximum number of Warrant Shares acquirable upon
     complete exercise of such Holder's Warrants (without giving effect to the
     cashless exercise option) immediately before the record date for the grant,
     issuance or sale of such Distribution Rights or, if there is no such record
     date, the date as of which the record holders of Common Stock are to be
     determined for the grant, issue or sale of such Distribution Rights.

          (d) Adjustment of Exercise Price. Whenever the number of shares of
     Common Stock issuable upon the exercise of each Warrant is adjusted as
     herein provided, the Exercise Price payable upon exercise of such Warrant
     shall be adjusted (calculated to the nearest $0.01) so that it shall equal
     the price determined by multiplying such Exercise Price immediately prior
     to such adjustment by a fraction the numerator of which shall be the number
     of shares of Common Stock purchasable upon the exercise of each Warrant
     immediately prior to such adjustment and the denominator of which shall be
     the number of shares of Common Stock so purchasable immediately thereafter.
     Following any adjustment to the Exercise Price pursuant to this Section 7,
     the amount payable, when adjusted, shall never be less than the par value
     per share of Common Stock at the time of such adjustment.

          (e) Common Stock Defined. Whenever reference is made in this Section 7
     to the issue of shares of Common Stock, the term "Common Stock" shall
     include any equity securities of any class of the Issuer hereinafter
     authorized which shall not be limited to a fixed or determinable amount in
     respect of the right of the holders thereof


<PAGE>
                                      -6-


     to participate in dividends or distributions of assets upon the voluntary
     or involuntary liquidation, dissolution or winding up of the Issuer.
     However, subject to the provisions of Section 9 hereof, shares issuable
     upon exercise hereof shall include only Warrant Shares as of the date
     hereof or shares of any class or classes resulting from any
     reclassification or reclassifications thereof or as a result of any
     corporate reorganization as provided for in Section 9 hereof. (f) Other.
     The following provisions shall be applicable to the making of adjustments
     provided above:

          (i) The adjustments required by the preceding paragraphs of this
     Section 7 shall be made whenever and as often as any specified event
     requiring an adjustment shall occur, except as expressly provided herein.
     For the purpose of any adjustment, any specified event shall be deemed to
     have occurred at the close of business on the date of its occurrence.

          (ii) In computing adjustments under this Section 7, fractional
     interests in Common Stock shall be taken into account to the nearest
     one-thousandth (.001) of a share and shall be aggregated until they equal
     one whole share.

          (iii) If the Company shall take a record of the holders of its Common
     Stock for the purpose of entitling them to receive any item described in
     Sections 7(a) through 7(c) hereof, but abandon its plan to pay or deliver
     such item, then no adjustment shall be required by reason of the taking of
     such record and any such adjustment previously made in respect thereof
     shall be rescinded and annulled.

     Section 8. Officers' Certificate. Whenever the number of Warrant Shares
purchasable hereunder shall be adjusted as required by the provisions of Section
7, the Issuer at its expense shall forthwith file in the custody of its
Secretary or an Assistant Secretary at its principal office an officers'
certificate showing the adjusted number of Warrant Shares purchasable hereunder
and Exercise Price determined as herein provided, setting forth in reasonable
detail the facts requiring such adjustment and the manner of computing such
adjustment. Each such officers' certificate shall be signed by the chairman,
president or chief financial officer of the Issuer and by the secretary or any
assistant secretary of the Issuer. Absent manifest error, the officers'
certificate shall be conclusive evidence that the adjustment is correct. Each
such officers' certificate shall be made available at all reasonable times for
inspection by the Holder and the Issuer shall, forthwith after each such
adjustment, mail a copy, by certified mail, of such certificate to the Holder or
any such Holder.


<PAGE>
                                      -7-


     Section 9. Reclassification, Reorganization, Consolidation or Merger.

          (a) In case of any Reorganization Transaction (as hereinafter
     defined), the Issuer shall, as a condition precedent to such transaction,
     cause effective provisions to be made so that the Holder shall have the
     right thereafter, by exercising this Warrant, to purchase the kind and
     highest amount of shares of stock and other securities and property
     receivable upon such Reorganization Transaction by a holder of the number
     of shares of Common Stock that would have been received upon exercise of
     this Warrant immediately prior to such Reorganization Transaction. Any such
     provision shall include provision for adjustments in respect of such shares
     of stock and other securities and property that shall be as nearly
     equivalent as may be practicable to the adjustments provided for in this
     Warrant. The foregoing provisions of this Section 9 shall similarly apply
     to successive Reorganization Transactions. For purposes of this Section 9,
     "Reorganization Transaction" shall mean (excluding any transaction covered
     by Section 7) any reclassification, capital reorganization or other change
     of outstanding shares of Common Stock of the Issuer (other than a
     subdivision or combination of the outstanding Common Stock and other then a
     change in the par value of the Common Stock) or any consolidation or merger
     of the Issuer with or into another corporation (other than a merger with a
     subsidiary in which merger the Issuer is the continuing corporation and
     that does not result in any reclassification, capital reorganization or
     other change of outstanding shares of Common Stock of the class issuable
     upon exercise of this Warrant) or any sale, lease, transfer or conveyance
     to another corporation of all or substantially all of the assets of the
     Issuer.

          (b) Notwithstanding anything contained in this Warrant to the
     contrary, the Issuer shall not effect any Reorganization Transaction
     unless, in connection with the consummation thereof, each Person (other
     than the Issuer) which may be required to deliver any stock, securities or
     property upon the exercise of this Warrant as provided herein shall assume,
     by written instrument delivered to the Holder , (a) the obligations of the
     Issuer under this Warrant, (b) the obligations of the Issuer under the
     Registration Rights Agreement (as defined in the Merger Agreement) and (c)
     the obligation to deliver to the Holder such shares of stock, securities or
     property as, in accordance with the foregoing provisions of this Section 9,
     the Holder may be entitled to receive.

     Section 10. Transfer Restrictions.

     (a) Compliance with Securities Act. The Holder, by acceptance hereof,
agrees that this Warrant, and the Warrant Shares to be issued upon exercise
hereof are being acquired for investment and that such Holder will not offer,
sell or otherwise dispose of this Warrant, or any Warrant Shares except under
circumstances which will not result in a violation of the Securities Act or any
applicable state securities laws. Upon exercise of this War-


<PAGE>
                                      -8-


rant, unless the Warrant Shares being acquired are registered under the
Securities Act and any applicable state securities laws or an exemption from
such registration is available, the Holder hereof shall confirm in writing that
the Warrant Shares so purchased are being acquired for investment and not with a
view toward distribution or resale in violation of the Securities Act and shall
confirm such other matters related thereto as may be reasonably requested by the
Issuer. This Warrant and all Warrant Shares issued upon exercise of this Warrant
(unless registered under the Securities Act and any applicable state securities
laws) shall be stamped or imprinted with a legend in substantially the following
form:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
     QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED, SOLD
     OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN EFFECT
     OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
     SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS
     SECURITY IS SUBJECT TO THE APPLICABLE TERMS OF THE STOCKHOLDERS AGREEMENT,
     DATED AS OF JULY 3, 2001, AND THE REGISTRATION RIGHTS AGREEMENT, DATED AS
     OF JULY 3, 2001. COPIES OF SUCH AGREEMENTS ARE AVAILABLE AT THE OFFICES OF
     THE ISSUER.

     Said legend shall be removed by the Issuer, upon the request of the Holder,
at such time as the restrictions on the transfer of the applicable security
shall have terminated.

     (b) Disposition of Warrant or Warrant Shares. With respect to any offer,
sale or other disposition of this Warrant or any Warrant Shares acquired
pursuant to the exercise of this Warrant prior to registration of such Warrant
or Warrant Shares, the Holder hereof agrees to comply with all of the applicable
provisions of the Merger Agreement and the Stockholders Agreement. Each
certificate representing this Warrant or Warrant Shares thus transferred (except
a transfer pursuant to Rule 144) shall bear a legend as to the applicable
Securities law restrictions on transferability in order to ensure compliance
with such laws, unless in the aforesaid opinion of counsel for Holder, such
legend is not required in order to ensure compliance with such laws. The Issuer
may issue stop transfer instructions to its transfer agent in connection with
such restrictions.

     Section 11. Listing on Securities Exchanges. The Issuer shall use all
commercially reasonable efforts to list on each national securities exchange, if
any, on which any Common


<PAGE>
                                      -9-


Stock may at any time be listed, subject to official notice of issuance upon the
exercise of this Warrant. Any such listing shall be at the Issuer's expense.

     Section 12. Governing Law. This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Delaware, excluding choice-of-law principles of the law of such
state that would require the application of the laws of a jurisdiction other
than such state.



<PAGE>
                                      -10-



     IN WITNESS WHEREOF, the Issuer has duly caused this Warrant to be executed
by and attested by one of its duly authorized officers and to be dated as of
July 3, 2001.

                                  COLLINS & AIKMAN CORPORATION


                                  By:  /s/ Ronald T. Lindsay
                                       ----------------------------------------
                                       Name:   Ronald T. Lindsay
                                       Title:  Senior Vice President

                                    Address:   5755 New King Court
                                               Troy, MI  48098


<PAGE>


                                  PURCHASE FORM


Dated _________, __

     The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing _____ shares of Common Stock and hereby makes payment
of _____ in payment of the exercise price thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK


Name______________________________________________________________________
                  (please typewrite or print in block letters)

Address ____________________________________________________________________

Signature ___________________________________________________________________


                                 ASSIGNMENT FORM


     FOR VALUE RECEIVED, _____________________________________ hereby sells,
assigns and transfers unto

Name______________________________________________________________________
                  (please typewrite or print in block letters)

Address ____________________________________________________________________

its right to purchase _____ shares of Com-
mon Stock represented by this Warrant and
does hereby irrevocably constitute and ap-
point ___________ Attorney, to transfer the
same on the books of the Issuer, with full
power of substitution in the premises.

Date _______, ____

Signature ________________________