AMENDED AND RESTATED ARTICLES OF INCORPORATION
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                                    OF
                                    --

            BONDED FIBERS CORP. (REDESIGNATED AS BONTEX, INC.)
            --------------------------------------------------


      Pursuant to Section 13.1-716C(1) of the Code of Virginia, as amended,
the Amended and Restated Articles of Incorporation of Bonded Fibers Corp.
(the "Corporation") are set forth below:

      (a)   The name of the Corporation is Bonded Fibers Corp.

      (b)   The text of the amended and restated Articles of Incorporation is
as follows:
                                                                           
      1.    The name of the Corporation is Bontex, Inc.

      2.    (a)  The aggregate number of shares which the Corporation is
authorized to issue is as follows:
<TABLE>
<CAPTION>
                 Class          Number of Shares     Par Value
                 -----          ----------------     ---------
               <S>              <C>              <C>      
                 Common            10,000,000           $.10
                 Preferred         10,000,000       No par value
</TABLE>

            (b)  The Board of Directors of the Corporation (the "Board of
Directors") may, by amending these Articles of Incorporation (the "Articles")
by filing Articles of Amendment with the Virginia State Corporation
Commission, fix in whole or in part the preferences, limitations and rights,
within the limits set by law, of (i) any class of shares, before the issuance
of any shares of that class, or (ii) one or more series within a class,
before the issuance of any shares within that series.

            (c)  The preferred stock (including any shares of preferred
stock restored to the status of authorized but unissued preferred stock
undesignated as to series pursuant to this Article 2(c)) may be divided into
one or more series and issued from time to time with such preferences,
privileges, limitations, and relative rights as shall be fixed and determined
by the Board of Directors.  Without limiting the generality of the foregoing,
the Board of Directors is expressly authorized to the fullest extent
permitted from time to time by law to fix:

                 (i)    the distinctive serial designations and the division
of shares of preferred stock into one or more series and the number of shares
of a particular series, which may be increased or decreased (but not below
the number of shares thereof then outstanding);
<PAGE>
                 (ii)   the rate or amount (or the method of determining the
rate or amount) and times at which, the form in which, and the preferences
and conditions under which, dividends shall be payable on shares of a
particular series, the status of such dividends as cumulative, partially
cumulative, or noncumulative, the date or dates from which dividends, if
cumulative, shall accumulate, and the status of such series as participating
or nonparticipating with shares of other classes or series;

                 (iii)  the price or prices at which, the consideration for
which, the period or periods within which and the terms and conditions, if
any, upon which the shares of a particular series may be redeemed, in whole
or in part, at the option of the Corporation or otherwise;

                 (iv)   the amount or amounts and rights and preferences, if
any, to which the Holders (as defined in Article 3 below) of shares of a
particular series are entitled or shall have upon any involuntary or
voluntary liquidation, dissolution or winding up of the Corporation;

                 (v)    the rights and preferences over or otherwise in
relation to any other class or series (including other series of preferred
stock), as to the right to receive dividends and/or the right to receive
payments out of the net assets of the Corporation upon any involuntary or
voluntary liquidation, dissolution or winding up of the Corporation;

                 (vi)   the right, if any, of the Holders of a particular
series, the Corporation or another person to convert or cause conversion of
shares of such series into shares of other classes or series or into other
securities, cash, indebtedness or other property, or to exchange or cause
exchange of such shares for shares of other classes or series or other
securities, cash, indebtedness or other property, and the terms and
conditions, if any, including the price or prices or the rate or rates of
conversion and exchange, and the terms and conditions or adjustments, if any,
at which such conversion or exchange may be made or caused;

                 (vii)  the obligation, if any, of the Corporation to
redeem, purchase or otherwise acquire, in whole or in part, shares of a
particular series for a sinking fund or otherwise, the terms and conditions
thereof, if any, including the price or prices and the nature of the
consideration payable for such shares so redeemed, purchased or otherwise
acquired;

                 (viii) the voting rights, if any, including special,
conditional or limited voting rights, of the shares of a particular series in
addition to those required by law, including the number of votes per share
and any requirement for the approval by the Holders of shares of all series
of preferred stock, or of the shares of one or more series thereof, or of
both, in an amount greater than a majority, up to such amount as is in
accordance with applicable law or these Articles, as a condition to specified
corporate action or amendments to the Articles; and

                 (ix)   any other preferences, limitations and relative
rights which may be so determined by resolution or resolutions of the Board
of Directors.
<PAGE>
            Shares of preferred stock shall rank prior or superior to the
common stock in respect of the right to receive dividends and/or the right to
receive payments out of the net assets of the Corporation upon any
involuntary or voluntary liquidation, dissolution or winding up of the
Corporation.  All shares of preferred stock redeemed, purchased or otherwise
acquired by the Corporation (including shares surrendered for conversion or
exchange) shall be cancelled and thereupon restored to the status of
authorized but unissued shares of preferred stock undesignated as to series.

            (d)  The Holders of common stock, to the exclusion of any other
class of stock of the Corporation, have sole and full power to vote for the
election of directors and for all other purposes without limitation except
only (i) as otherwise expressly provided in the serial designation of any
series of preferred stock, (ii) as otherwise expressly provided in these
Articles and (iii) as otherwise expressly provided by the then existing laws
of the Commonwealth of Virginia.  The Holders of common stock will have one
vote for each share of common stock held by them.  The outstanding shares of
common stock, upon dissolution, liquidation or winding up of the Corporation,
entitle their Holders to share, pro rata, based on the number of shares
owned, in the Corporation's assets remaining after payment or provisions for
payment of all debts and liabilities of the Corporation, and after provisions
for the outstanding shares of any class of stock or other security having
senior liquidation rights to the common stock.

            (e)  No Holder of shares of stock of any class of the
Corporation will have any preemptive or preferential right of subscription to
any shares of any class of stock of the Corporation, whether now or hereafter
authorized, or to any obligations of the Corporation convertible into stock
of the Corporation, issued or sold, nor any right of subscription to any
thereof.

      3.    (a)  Subject to the rights of Holders of any series of preferred
stock to elect directors under specified circumstances:

                 (i)    The number of directors of the Corporation, not less
than ten nor more than fifteen, shall be set by the Bylaws; provided that, in
the absence of a provision in the Bylaws fixing the number of directors, the
number of directors shall be fifteen.  The directors shall be divided into
three classes as nearly equal in number as possible, with the term of office
of directors of the first class to expire at the first annual meeting of the
shareholders after their election, that of the second class to expire at the
second annual meeting after their election, and that of the third class to
expire at the third annual meeting after their election.  At each annual
meeting after such classification, the number of directors equal to the
number of the class whose term expires at the time of such meeting shall be
elected to hold office until the third succeeding annual meeting of
shareholders and until their respective successors are elected and shall
qualify.  In the event of any increase or decrease in the number of directors
fixed by the Bylaws, all classes of directors shall be increased or decreased
as equally as may be possible.
<PAGE>
                 (ii)    Newly-created directorships resulting from an
increase in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, retirement, disqualification,
removal from office, or other cause shall be filled by the affirmative vote
of a majority of the directors then in office, whether or not a quorum.  No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.  A director may be removed from
office only for cause and only by the affirmative vote of the Holders of a
majority of each class of the voting stock of the Corporation then
outstanding at a meeting called for that purpose.

            (b)  The power to adopt, alter, amend or repeal Bylaws is vested
in the Board of Directors, which may take such action by the vote of a
majority of the directors present and voting at a meeting at which a quorum
is present, provided that if, as of the date such action shall occur, there
is an Interested Shareholder (other than an Interested Shareholder qualifying
as such on December 1, 1996), such majority must include a majority of the
Continuing Directors.  The Bylaws may contain any provision respecting the
affairs, business, governance or other matters relating to the Corporation
not inconsistent with the express provisions of these Articles. 
Shareholders, by the affirmative vote of the Holders of not less than 80
percent of each class of the voting stock of the Corporation then
outstanding, may (i) adopt new Bylaws, or (ii) alter, amend or repeal Bylaws
adopted by either the shareholders or the Board, and (iii) prescribe that any
Bylaw made by them shall not be altered, amended or repealed by the Board
(provided that if the shareholders do not so prescribe, any Bylaw made by
them may be altered, amended or repealed by the Board).

            (c)  The affirmative vote of the Holders of not less than
80 percent of each class of the voting stock of the Corporation then
outstanding shall be required to amend or repeal this Article 3 or adopt any
provision of the Articles or Bylaws inconsistent with this Article 3.

            (d)  For purposes of this Article 3:

                 (i)    "Person" means any individual, firm, corporation or
other entity.

                 (ii)   "Interested Shareholder" means (A) any Person (other
than the Corporation, a Subsidiary, or any profit-sharing, employee stock
ownership or employee benefit plan of the Corporation or a Subsidiary, or any
trustee of or fiduciary with respect to any such plan acting in such
capacity) that is the direct or indirect beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 (the "'34
Act") as in effect on June 30, 1996) of five percent or more of the
outstanding capital stock of the Corporation entitled to vote for the
election of directors, and (B) any Affiliate or Associate of any such Person.

                 (iii)  "Affiliate" and "Associate" shall have the
respective meanings given those terms in Rule 12b-2 of the General Rules and
Regulations under the '34 Act as in effect on June 30, 1996.

                 (iv)   "Subsidiary" means any business entity, fifty
percent or more of which is directly or indirectly owned by the Corporation.

                 (v)    "Continuing Director" means any member of the Board
of Directors who is neither an Interested Shareholder nor affiliated with an
Interested Shareholder and who was a member of the Board of Directors
immediately prior to the time that the Interested Shareholder became an
Interested Shareholder.
<PAGE>
                 (vi)   "Holders" means the holders of all classes and
series of the capital stock of the Corporation, except as otherwise
specifically provided herein.

      4.    To the full extent that the laws of the Commonwealth of Virginia,
as they now or may hereafter exist, permit the limitation or elimination of
the liability of directors or officers, no director or officer of the
Corporation shall be liable to the Corporation or its shareholders for any
monetary damages.

      5.    (a)  The Corporation shall indemnify a director or officer of
the Corporation who is or was a party to any proceeding, including a
proceeding by or in the right of the Corporation, by reason of the fact that
he is or was such a director or officer or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
other profit or non-profit enterprise against all liabilities and expenses
incurred in the proceeding, except such liabilities and expenses as are
incurred because of his willful misconduct or knowing violation of the
criminal law.  Unless a determination has been made that indemnification is
not permissible, the Corporation shall make advances and reimbursement for
expenses incurred by a director or officer in a proceeding upon receipt of an
undertaking from him to repay the same if it is ultimately determined that he
is not entitled to indemnification.  Such undertaking shall be an unlimited
unsecured general obligation of the director or officer and shall be accepted
without reference to his ability to make repayment.  The Board of Directors
is hereby empowered to contract in advance to indemnify and advance the
expenses of any director or officer.  The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
                                                          ---- ----------
its equivalent shall not, by itself, create a presumption that the director
or officer did not meet the standard of conduct entitling him to indemnity
hereunder. 

            (b)  The Board of Directors is hereby empowered to cause the
Corporation to indemnify and make advances and reimbursement for expenses (or
contract in advance for the same) incurred by any person not specified in
paragraph (a) of this Article 5 who was or is a party to any proceeding, by
reason of the fact that he is or was an employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other profit or non-profit
enterprise, to the same extent as if such person were specified as one to
whom indemnification is granted in paragraph (a) of this Article.

            (c)  The Corporation may purchase and maintain insurance to
indemnify it against the whole or any portion of the liability assumed by it
in accordance with this Article and may also procure insurance, in such
amounts as the Board of Directors may determine, on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability asserted
against or incurred by such person in any such capacity or arising from his
status as such, whether or not the Corporation would have power to indemnify
him against such liability under the provisions of this Article.
<PAGE>
            (d)  Except as hereinafter provided, all determinations as to
the permissibility of indemnification and advances and reimbursement for
expenses (including contracts with respect thereto) shall be made by a
majority vote of a quorum consisting of directors not at the time parties to
the proceeding.  In the event such a quorum cannot be obtained to make any
determination as to the permissibility of indemnification and advances and
reimbursement for expenses with respect to any claim for indemnification
(including contracts with respect thereto), or in the event there has been a
change in the composition of a majority of the Board of Directors after the
date of the alleged act with respect to which indemnification is claimed,
such determination shall be made by special legal counsel agreed upon by the
Board of Directors and the proposed indemnitee.  If the Board of Directors
and the proposed indemnitee are unable to agree upon such special legal
counsel, the Board of Directors and the proposed indemnitee each shall select
a nominee, and the nominees shall select such special legal counsel.

            (e)  The provisions of this Article shall be applicable to all
actions, claims, suits or proceedings commenced after the adoption hereof,
whether arising from any action taken or failure to act before or after such
adoption.  No amendment, modification or repeal of this Article shall
diminish the rights provided hereby or diminish the right to indemnification
with respect to any claim, issue or matter in any then pending or subsequent
proceeding that is based in any material respect on any alleged action or
failure to act prior to such amendment, modification or repeal.

            (f)  Except to the extent inconsistent with this Article, terms
used herein shall have the same meanings assigned them in the Indemnification
Article of the Virginia Stock Corporation Act, as now in effect or hereafter
amended or replaced.  Without limitation, it is expressly understood that
reference herein to directors, officers, employees or agents shall include
former directors, officers, employees and agents and their respective heirs,
executors and administrators.      

<PAGE>