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                                                                   EXHIBIT 10.37


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                             JPS TEXTILE GROUP, INC.

                                       AND

                    AMERICAN STOCK TRANSFER AND TRUST COMPANY

                                AS WARRANT AGENT


                                -----------------

            WARRANTS TO PURCHASE UP TO 526,316 SHARES OF COMMON STOCK

                                -----------------

                                WARRANT AGREEMENT




                           DATED AS OF OCTOBER 9, 1997

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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                           PAGE
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<S>   <C>                                                                                                  <C>
 1.   DEFINITIONS...........................................................................................  1
 2.   APPOINTMENT OF WARRANT AGENT..........................................................................  3
      2.1.  Appointment.....................................................................................  3
 3.   REGISTRATION, FORM AND EXECUTION OF WARRANTS..........................................................  3
      3.1.  Registration....................................................................................  3
      3.2.  Form of Warrant.................................................................................  3
      3.3.  Countersignature of Warrants....................................................................  4
 4.   EXERCISE OF WARRANTS..................................................................................  4
      4.1.  Manner of Exercise..............................................................................  4
      4.2.  Payment of Taxes................................................................................  4
      4.3.  Fractional Shares...............................................................................  4
 5.   TRANSFER, DIVISION AND COMBINATION....................................................................  5
      5.1.  Transfer........................................................................................  5
      5.2.  Division and Combination........................................................................  5
      5.3.  Maintenance of Books............................................................................  5
 6.   ADJUSTMENTS...........................................................................................  5
      6.1.  Stock Dividends, Subdivisions and Combinations..................................................  5
      6.2.  Reorganization, Reclassification, Merger or Consolidation.......................................  6
      6.3.  Certain Limitations.............................................................................  6
 7.   NOTICES TO WARRANT HOLDERS............................................................................  6
      7.1.  Notice of Adjustments...........................................................................  6
      7.2.  Notice of Corporate Action......................................................................  6
 8.   NO IMPAIRMENT.........................................................................................  7
 9.   RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION
      WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY........................................................  7
10.   STOCK AND WARRANT TRANSFER BOOKS......................................................................  7
11.   LOSS OR MUTILATION....................................................................................  8
12.   OFFICE OF COMPANY.....................................................................................  8
13.   REPURCHASE BY COMPANY OF WARRANTS.....................................................................  8
      13.1  Option to Repurchase Warrants...................................................................  8
      13.2  Payment of Repurchase Price.....................................................................  8
14.   WARRANT AGENT.........................................................................................  8
      14.1  Merger or Consolidation or Change of Name of Warrant Agent......................................  8
      14.2  Certain Terms and Conditions Concerning the Warrant Agent.......................................  9
      14.3  Change of Warrant Agent......................................................................... 10
      14.4  Disposition of Proceeds on Exercise of Warrants, Inspection of Warrant Agreement................ 11

</TABLE>

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<TABLE>
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                                                                                                           PAGE
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<S>   <C>                                                                                                  <C>
15.   MISCELLANEOUS......................................................................................... 11
      15.1  Notice Generally................................................................................ 11
      15.2  Successors and Assigns.......................................................................... 12
      15.3  Amendment....................................................................................... 12
      15.4  Third-Party Beneficiaries....................................................................... 12
      15.5  Severability.................................................................................... 12
      15.6  Headings........................................................................................ 12
      15.7  Governing Law................................................................................... 12
      15.8  Counterparts.................................................................................... 12
</TABLE>


EXHIBITS
Exhibit A--Form of Warrant Certificate
Exhibit B--Warrant Agent Fees


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THIS WARRANT AGREEMENT (the "Warrant Agreement"), dated as of October 9, 1997,
is made by and between JPS Textile Group, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer and Trust Company, a New York
corporation, as warrant agent (the "Warrant Agent").

                              W I T N E S S E T H:

      WHEREAS, the Company proposes to issue, to holders of allowed equity
interests in class 8, warrants, as hereinafter described (the "Warrants"), to
purchase up to an aggregate of 526,316 shares of its Common Stock pursuant to
Section III.D.8 of the Plan, as confirmed by the United States Bankruptcy Court
for the Southern District of New York (the "Court"), by order entered September
9, 1997, under title 11 of the United States Code; and

      WHEREAS, the Company has requested the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing so to act, in connection with the
issuance, division, transfer, exchange and exercise of Warrants;

      NOW, THEREFORE, in consideration of the foregoing and for the purpose of
defining the terms and provisions of the Warrants and the respective rights and
obligations thereunder and hereunder of the Company, the Warrant Agent, and the
Holders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and affirmed, the Company and the
Warrant Agent hereby agree as follows:

1.    Definitions

      As used in this Warrant Agreement, the following terms have the respective
meanings set forth below:

      "Additional Shares of Common Stock" shall mean all shares of Common Stock
issued by the Company after the Effective Date, other than Warrant Stock.

      "Book Value" shall mean, in respect of any share of Common Stock on any
date herein specified, the consolidated book value of the Company as of the last
day of any month immediately preceding such date, divided by the number of Fully
Diluted Outstanding shares of Common Stock as determined in accordance with GAAP
as consistently applied by the Company in the preparation of its financial
statements.

      "Business Day" shall mean any day that is not a Saturday or Sunday or a
day on which banks are required or permitted to be closed in the State of New
York.

      "Common Stock" shall mean (except where the context otherwise indicates)
the Common Stock, $.01 par value per share, of the Company as constituted on the
Effective Date, and any capital stock into which such Common Stock may
thereafter be changed, and shall also include (1) capital stock of the Company
of any other class (regardless of how denominated) issued to the holders of
shares of Common Stock upon any reclassification thereof which is also not
preferred as to dividends or assets over any other class of stock of the Company
and which is not subject to redemption and (2) shares of common stock of any
successor or acquiring corporation received by or distributed to the holders of
Common Stock of the Company in the circumstances contemplated by Section 6.2.

      "Company" shall have the meaning assigned to such term in the first
paragraph of this Warrant Agreement.

      "Court" shall have the meaning assigned to such term in the recitals to
this Warrant Agreement.

<PAGE>   5


      "Current Warrant Price" shall mean, in respect of a share of Common Stock
at any date herein specified, the price at which a share of Common Stock may be
purchased pursuant to this Warrant Agreement on such date. The initial Current
Warrant Price is $98.76, as specified in the second paragraph of the Warrant
Certificate.

      "Daily Market Price" shall mean, in respect of any share of Common Stock
on any Trading Day, (1) the last sale price on such day on the principal stock
exchange on which such Common Stock is then listed or admitted to trading or (2)
if no sale takes place on such day on any such exchange, the average of the last
reported closing bid and asked prices on such day as officially quoted on any
such exchange. If the Common Stock is not then listed or admitted to trading on
any stock exchange, the Daily Market Price shall be the average of the last
reported closing bid and asked prices on such day in the over-the-counter
market, as furnished by the National Association of Securities Dealers Automatic
Quotation System or the National Quotation Bureau, Inc.; provided, that if
neither such corporation at the time is engaged in the business of reporting
such prices, the Daily Market Price shall be as furnished by any similar firm
then engaged in such business, or if there is no such firm, as furnished by any
member of the NASD selected mutually by the Majority Holders and the Company or,
if they cannot agree upon such selection, as selected by two such members of the
NASD, one of which shall be selected by the Majority Holders and one of which
shall be selected by the Company. If the Common Stock is not reported in the
over-the-counter market and no member of the NASD selected pursuant to the
preceding sentence will furnish the Daily Market Price, then the Daily Market
Price shall be the Book Value per share of Common Stock at such date.

      "Effective Date" shall have the meaning set forth in the Plan.

      "Expiration Date" shall mean October 9, 2000.

      "Fully Diluted Outstanding" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be determined,
all shares of Common Stock Outstanding at such date and all shares of Common
Stock issuable in respect of any Warrants and any other options or warrants to
purchase, or securities convertible into or exchangeable for, shares of Common
Stock outstanding on such date.

      "GAAP" shall mean generally accepted accounting principles in the United
States of America as from time to time in effect.

      "Holder" shall mean the Person in whose name a Warrant is registered in
the warrant register of the Company maintained by or on behalf of the Company
for such purpose.

      "Majority Holders" shall mean the Holders of Warrants exercisable for in
excess of 50% of the aggregate number of shares of Common Stock then purchasable
upon exercise of all Warrants.

      "NASD" shall mean the National Association of Securities Dealers, Inc., or
any successor corporation thereto.

      "Other Property" shall have the meaning set forth in Section 6.2.

      "Outstanding" shall mean, when used with reference to Common Stock, at any
date as of which the number of shares thereof is to be determined, all issued
shares of Common Stock, except shares then owned or held by or for the account
of the Company or any subsidiary thereof, and shall include all shares issuable
in respect of outstanding scrip or any certificates representing fractional
interests in shares of Common Stock.

      "Person" shall mean any individual, sole proprietorship, partnership,
joint venture, trust, incorporated organization, association, corporation,
limited liability company, limited liability partnership, institution, public
benefit corporation, entity or government (whether federal, state, county, city,
municipal or otherwise, including, without limitation, any instrumentality,
division, agency, body or department thereof).

                                        2


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      "Plan" shall mean the Company's and JPS Capital Corp.'s Joint Plan of
Reorganization Under Chapter 11 of the United States Bankruptcy Code, as it may
be amended or modified.

      "Pricing Period" shall have the meaning set forth in Section 13.1.

      "Repurchase Price" shall have the meaning set forth in Section 13.1.

      "Trading Day" shall mean any day on which the principal stock exchange on
which the Common Stock is listed or admitted to trading is open or, if the
Common Stock is not then listed or admitted to trading on any stock exchange,
any day on which the National Association of Securities Dealers Automatic
Quotation System or the National Quotation Bureau Inc. reports prices in respect
of securities or, if neither such corporation is then engaged in such business,
any day on which the member of the NASD selected as specified in the proviso set
forth in the definition of "Daily Market Price" furnishes prices for securities.

      "Warrant Agent" shall have the meaning assigned to such term in the first
paragraph of this Warrant Agreement and shall include any successor Warrant
Agent hereunder.

      "Warrant Agent's Principal Office" shall mean the principal office of the
Warrant Agent in New York City, New York (or such other office of the Warrant
Agent or any successor thereto hereunder acceptable to the Company as set forth
in a written notice provided to the Company and the Holders).

      "Warrant Agreement" shall have the meaning assigned to such term in the
first paragraph of this Warrant Agreement.

      "Warrant Price" shall mean an amount equal to (1) the number of shares of
Common Stock being purchased upon exercise of a Warrant pursuant to Section 4.1,
multiplied by (2) the Current Warrant Price as of the date of such exercise.

      "Warrant Stock" shall mean the shares of Common Stock purchased by the
Holders of the Warrants upon the exercise thereof.

      "Warrants" shall have the meaning assigned to such term in the recitals to
this Warrant Agreement, and shall include all warrants issued upon transfer,
division or combination of, or in substitution for, any thereof. All Warrants
shall at all times be identical as to terms and conditions and date, except as
to the number of shares of Common Stock for which they may be exercised.

2.    Appointment of Warrant Agent

      2.1. Appointment. The Company hereby appoints the Warrant Agent to act
as agent for the Company in accordance with the instructions set forth in this
Warrant Agreement, and the Warrant Agent hereby accepts such appointment.

3.    Registration, Form and Execution of Warrants

      3.1. Registration. All Warrants shall be numbered and shall be registered
in a warrant register maintained at the Warrant Agent's Principal Office by the
Warrant Agent as they are issued. The Company and the Warrant Agent shall be
entitled to treat a Holder as the owner in fact for all purposes whatsoever of
each Warrant registered in such Holder's name.

                                        3

<PAGE>   7


      3.2. Form of Warrant. The text of each Warrant and of the Election to
Purchase Form and Assignment Form shall be substantially as set forth in Exhibit
A attached hereto. Each Warrant shall be executed on behalf of the Company by
its President or one of its Vice Presidents, under its corporate seal reproduced
thereon or facsimile thereof attested by its Secretary or an Assistant
Secretary. The signature of any of such officers on the Warrants may be manual
or facsimile.

      Warrants bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any one of them shall have ceased to
hold such offices prior to the delivery of such Warrants or did not hold such
offices on the date of this Warrant Agreement.

      Warrants shall be dated as of the date of countersignature thereof by the
Warrant Agent either upon initial issuance or upon division, exchange,
substitution or transfer.

      3.3. Countersignature of Warrants. Each Warrant shall be manually
countersigned by the Warrant Agent (or any successor to the Warrant Agent then
acting as warrant agent under this Warrant Agreement) and shall not be valid for
any purpose unless so countersigned. Warrants may be countersigned, however, by
the Warrant Agent (or by its successor as warrant agent hereunder) and may be
delivered by the Warrant Agent, notwithstanding that the persons whose manual
signatures appear thereon as proper officers of the Company shall have ceased to
be such officers at the time of such countersignature, issuance or delivery. The
Warrant Agent shall, upon written instructions of the President, a Vice
President, the Secretary, or an Assistant Secretary of the Company, countersign,
issue and deliver Warrants entitling the Holders thereof to purchase not more
than 526,316 shares of Common Stock (subject to adjustment as set forth herein)
and shall countersign and deliver Warrants as otherwise provided in this Warrant
Agreement.

4.    Exercise of Warrants

      4.1 Manner of Exercise. From and after the Effective Date and until 5:00
p.m., New York City time, on the Expiration Date, a Holder may exercise any of
its Warrants, on any Business Day, for all or any part of the number of shares
of Common Stock purchasable thereunder.

      In order to exercise a Warrant, in whole or in part, a Holder shall
deliver to the Company at the Warrant Agent's Principal Office, (1) a written
notice of such Holder's election to exercise such Warrant, which notice shall
include the number of shares of Common Stock to be purchased, (2) payment of the
Warrant Price for the account of the Company and (3) such Warrant. Such notice
shall be substantially in the form of the Election to Purchase Form set forth on
the reverse side of the form of Warrant Certificate attached as Exhibit A
hereto, duly executed by such Holder or its agent or attorney. Upon receipt
thereof, the Warrant Agent shall, as promptly as practicable, and in any event
within five Business Days thereafter, deliver or cause to be delivered to such
Holder an executed certificate or certificates representing the aggregate number
of full shares of Common Stock issuable upon such exercise. The stock
certificate or certificates so delivered shall be, to the extent possible, in
such denomination or denominations as such Holder shall request in the notice
and shall be registered in the name of such Holder or such other name as shall
be designated in such notice. A Warrant shall be deemed to have been exercised
and such certificate or certificates shall be deemed to have been issued, and
such Holder or any other Person so designated to be named therein shall be
deemed to have become a holder of record of such shares for all purposes, as of
the date such notice, together with the check or checks and such Warrant, is
received by the Warrant Agent as described above and all taxes required to be
paid by such Holder, if any, pursuant to Section 4.2 prior to the issuance of
such shares have been paid. If any Warrant shall have been exercised in part,
the Warrant Agent shall, at the time of delivery of the certificate or
certificates representing Warrant Stock, deliver to the Holder a new Warrant
evidencing the rights of such Holder to purchase the unpurchased shares of
Common Stock called for by such Warrant, which new Warrant shall in all other
respects be identical with the Warrant

                                        4


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exercised in part, or, at the request of such Holder, appropriate notation may
be made on such exercised Warrant and the same returned to such Holder.
Notwithstanding any provision herein to the contrary, the Warrant Agent shall
not be required to register shares in the name of any Person who acquired a
Warrant (or part thereof) or any Warrant Stock otherwise than in accordance with
such Warrant and this Warrant Agreement.

      Payment of the Warrant Price shall be made at the option of the Holder by
certified or official bank check or any combination thereof, duly executed by
such Holder or by such Holder's attorney duly authorized in writing.

      4.2. Payment of Taxes. All shares of Common Stock issuable upon the
exercise of any Warrant pursuant to the terms hereof shall be validly issued,
fully paid and nonassessable and without any preemptive rights. The Holder shall
pay all expenses in connection with, and all taxes and other governmental
charges that may be imposed with respect to, the issuance or delivery thereof.

      4.3. Fractional Shares. The Company shall not be required to issue a
fractional share of Common Stock upon exercise of any Warrant. Whenever any
distribution of Warrants exercisable into fractional shares of Common Stock
would otherwise be called for, the actual distribution thereof will reflect a
rounding up to the next whole number of Common Stock.

5.    Transfer, Division, and Combination

      5.1 Transfer. Transfer of any Warrant and all rights hereunder, in whole
or in part, shall be registered in the warrant register of the Company to be
maintained for such purpose at the Warrant Agent's Principal Office, upon
surrender of such Warrant at the Warrant Agent's Principal Office, together with
a written assignment of such Warrant substantially in the form set forth on the
reverse side of the form of Warrant Certificate attached as Exhibit A hereto
duly executed by the Holder or its agent or attorney and payment of all funds
sufficient to pay any taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, and subject to Section 9, the Company
shall execute and the Warrant Agent shall countersign and deliver a new Warrant
or Warrants in the name of the assignee or assignees and in the denomination
specified in such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the portion of such Warrant not so assigned, and the
surrendered Warrant shall promptly be cancelled. A Warrant, if properly
assigned, may be exercised by a new Holder for the purchase of shares of Common
Stock without having a new Warrant issued.

      5.2. Division and Combination. Any Warrant may be divided or combined with
other Warrants upon presentation thereof at the Warrant Agent's Principal
Office, together with a written notice specifying the names and denominations in
which new Warrants are to be issued, signed by the Holder or its agent or
attorney. Subject to compliance with Section 5.1, as to any transfer which may
be involved in such division or combination, the Company shall execute and the
Warrant Agent shall countersign and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.

      5.3. Maintenance of Books. The Warrant Agent agrees to maintain, at the
Warrant Agent's Principal Office, the warrant register for the registration of
warrants and the registration of transfer of the Warrants.

6.    Adjustments

      The number of shares of Common Stock for which a Warrant is exercisable,
and the price at which such shares may be purchased upon exercise of a Warrant,
shall be subject to adjustment from time to time as set forth in this Section 6.

      6.1. Stock Dividends, Subdivisions, and Combinations. If at any time the
Company shall:

                                        5


<PAGE>   9

      (a) take a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend payable in, or other distribution of,
Additional Shares of Common Stock,

      (b) subdivide its outstanding shares of Common Stock into a larger number
of shares of Common Stock, or

      (c) combine its outstanding shares of Common Stock into a smaller number
of shares of Common Stock, 

then (i) the number of shares of Common Stock for which a Warrant is exercisable
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock that a record holder of the same number of
shares of Common Stock for which a Warrant is exercisable immediately prior to
the occurrence of such event would own or be entitled to receive after the
happening of such event, and (ii) the Current Warrant Price shall be adjusted to
equal (A) the Current Warrant Price multiplied by the number of shares of Common
Stock for which a Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares for which a Warrant is exercisable
immediately after such adjustment.

      6.2. Reorganization, Reclassification, Merger or Consolidation. In case
the Company shall reorganize its capital, reclassify its capital stock,
consolidate or merge with or into another corporation (where the Company is not
the surviving corporation or where there is a change in or distribution with
respect to the Common Stock of the Company), and, pursuant to the terms of such
reorganization, reclassification, merger or consolidation, shares of common
stock of the successor or acquiring corporation, or any cash, shares of stock or
other securities or property of any nature whatsoever (including warrants or
other subscription or purchase rights) in addition to or in lieu of common stock
of the successor or acquiring corporation (" Other Property"), are to be
received by or distributed to the holders of Common Stock of the Company, then
each Holder shall have the right thereafter to receive, upon exercise of a
Warrant, the number of shares of common stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and Other
Property receivable upon or as a result of such reorganization,
reclassification, merger or consolidation by a holder of the number of shares of
Common Stock for which a Warrant is exercisable immediately prior to such event.
In case of any such reorganization, reclassification, merger or consolidation,
the successor or acquiring corporation (if other than the Company) shall
expressly assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant Agreement and the Warrants to be
performed and observed by the Company and all the obligations and liabilities
hereunder, subject to such modifications as may be deemed appropriate (as
determined by resolution of the Board of Directors of the Company) in order to
provide for adjustments of shares of the Common Stock for which a Warrant is
exercisable which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section 6. For purposes of this Section 6.2,
"common stock of the successor or acquiring corporation" shall include stock of
such corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject to
redemption and shall also include any evidences of indebtedness, shares of stock
or other securities which are convertible into or exchangeable for any such
stock, either immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to subscribe for
or purchase any such stock. The foregoing provisions of this Section 6.2 shall
similarly apply to successive reorganizations, reclassifications, mergers or
consolidations.

      6.3. Certain Limitations. Notwithstanding anything herein to the contrary,
the Company agrees not to enter into any transaction which, by reason of any
adjustment hereunder, would cause the Current Warrant Price to be less than the
par value per share of Common Stock.

7.    Notices to Warrant Holders

                                        6


<PAGE>   10


      7.1. Notice of Adjustments. Whenever the number of shares of Common Stock
for which a Warrant is exercisable, or whenever the price at which a share of
such Common Stock may be purchased upon exercise of the Warrants, shall be
adjusted pursuant to Section 6, the Company shall forthwith prepare a
certificate to be executed by the chief financial officer of the Company setting
forth, in reasonable detail, the event requiring the adjustment and the method
by which such adjustment was calculated, specifying the number of shares of
Common Stock for which a Warrant is exercisable and describing the number and
kind of any other shares of stock or Other Property for which a Warrant is
exercisable, and any change in the purchase price or prices thereof, after
giving effect to such adjustment or change. The Company shall promptly cause a
signed copy of such certificate to be delivered to each Holder in accordance
with Section 15.1. The Company shall keep at its office or agency designated by
the Company pursuant to Section 12 copies of all such certificates and cause the
same to be available for inspection at said office during normal business hours
by any Holder or any prospective purchaser of a Warrant designated by a Holder
thereof.

      7.2.  Notice of Corporate Action.  If at any time

      (a) The Company shall take a record of the holders of its Common Stock for
the purpose of entitling them to receive a dividend (other than a cash dividend
payable out of earnings or earned surplus legally available for the payment of
dividends under the laws of the jurisdiction of incorporation of the Company) or
other distribution of Additional Shares of Common Stock, or

      (b) there shall be any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
consolidation or merger of the Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of the
Company to another corporation, or

      (c) there shall be a voluntary or involuntary dissolution, liquidation or
winding up of the Company, then, in any one or more of such cases, the Company
shall give to each Holder (i) prompt written notice of the date on which a
record date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, prior written notice of the
date when the same shall take place. Such notice in accordance with the
foregoing clause also shall specify (i) the date on which any such record is
taken for the purpose of such dividend, distribution or right, the date on which
the holders of Common Stock shall be entitled to any such dividend, distribution
or right, and the amount and character thereof, and (ii) the date and time on
which any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up takes place. Each
such written notice shall be sufficiently given if addressed to such Holder at
the last address of such Holder appearing on the books of the Company and
delivered in accordance with Section 15.1.

8.    No Impairment

      The Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant Agreement or any Warrant.
Without limiting the generality of the foregoing, the Company will (1) not
increase the par value of any shares of Common Stock receivable upon the
exercise of a Warrant above the amount payable therefor upon such exercise
immediately prior to such increase in par value and (2) take all such action as
may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of any Warrant.

                                        7


<PAGE>   11


9.    Reservation and Authorization of Common Stock; Registration with or
      Approval of any Governmental Authority

      From and after the Effective Date, the Company shall at all times reserve
and keep available for issue upon the exercise of Warrants such number of its
authorized but unissued shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding Warrants. All shares of Common Stock
which shall be so issuable, when issued upon exercise of any Warrant and payment
therefor in accordance with the terms of this Warrant Agreement and such
Warrant, shall be duly and validly issued and fully paid and nonassessable, and
not subject to preemptive rights.

      Before taking any action which would cause an adjustment reducing the
Current Warrant Price below the then par value, if any, of the shares of Common
Stock issuable upon exercise of the Warrants, the Company shall take any
corporate action which may be necessary in order that the Company may validly
and legally issue fully paid and nonassessable shares of such Common Stock at
such adjusted Current Warrant Price.

10.   Stock and Warrant Transfer Books

      The Company will not at any time, except upon dissolution, liquidation or
winding up of the Company, close its stock transfer books or Warrant transfer
books so as to result in preventing or delaying the exercise or transfer of any
Warrant.

11.   Loss or Mutilation

      Upon receipt by the Company and the Warrant Agent from any Holder of
evidence reasonably satisfactory to them of the ownership of and the loss,
theft, destruction or mutilation of such Holder's Warrant and indemnity
reasonably satisfactory to them, and in case of mutilation upon surrender and
cancellation thereof, the Company will execute and the Warrant Agent will
countersign and deliver in lieu hereof a new Warrant of like tenor to such
Holder; provided, in the case of mutilation, no indemnity shall be required if
such Warrant in identifiable form is surrendered to the Company or the Warrant
Agent for cancellation.

12.   Office of Company

      As long as any of the Warrants remain outstanding, the Company shall
maintain an office or agency (which may be the principal executive offices of
the Company) where the Warrants may be presented for exercise, registration of
transfer, division or combination as provided in this Warrant Agreement. The
Company shall initially maintain such an agency at the Warrant Agent's Principal
Offices.

13.   Repurchase by Company of Warrants

      13.1. Option to Repurchase Warrants. If the Daily Market Price for Common
Stock has been at least 140% of the Current Warrant Price on each of the 30
consecutive Trading Days ending on the third Business Day prior to the date on
which notice of the repurchase is given (the "Pricing Period"), the Company
shall have the right, upon prior written notice to any Holder to repurchase from
such Holder, from any source of funds legally available therefor, on the 10th
day following delivery of such notice (or, if such day is not a Business Day,
the next succeeding Business Day) and in the manner set forth in Section 13.2
below, each Warrant then held by such Holder for an amount equal to one dollar
($1.00) (the "Repurchase Price"); provided, however, that nothing

                                        8


<PAGE>   12


herein shall preclude the exercise by such Holder of any portion of such Warrant
exercisable at any time prior to such repurchase.

      13.2. Payment of Repurchase Price. On the date of any repurchase of
Warrants pursuant to this Section 13, each Holder shall assign to Company such
Holder's Warrant being repurchased, without any representation or warranty, by
the surrender of such Holder's Warrant to the Company at the Warrant Agent's
Principal Office against payment therefor of the Repurchase Price by check
issued by the Company.

14.   Warrant Agent

      14.1. Merger or Consolidation or Change of Name of Warrant Agent. Any
corporation into which the Warrant Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Warrant Agent shall be a party, or any corporation succeeding to the
corporate trust business of the Warrant Agent, shall be the successor to the
Warrant Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto; provided that such
corporation must be eligible for appointment as a successor Warrant Agent under
the provisions of Section 14.3 hereof. If at the time such successor to the
Warrant Agent shall succeed to the agency created by this Warrant Agreement any
of the Warrants shall have been countersigned but not delivered, any such
successor to the Warrant Agent may adopt the countersignature of the predecessor
Warrant Agent and deliver such Warrants so countersigned; and if at that time
any of the Warrants shall not have been countersigned, any successor to the
Warrant Agent may countersign such Warrants either in the name of the
predecessor Warrant Agent or in the name of the successor Warrant Agent; and in
all such cases Warrants shall have the full force provided in the Warrants and
in this Warrant Agreement. If at any time the name of the Warrant Agent shall be
changed and at such time any of the Warrants shall have been countersigned but
not delivered, the Warrant Agent may adopt the countersignatures under its prior
name and deliver such Warrants so countersigned; and if at that time any of the
Warrants shall not have been countersigned, the Warrant Agent may countersign
such Warrants either in its prior name or in its changed name; and in all such
cases such Warrants shall have the full force provided in the Warrants and in
this Warrant Agreement.

      14.2. Certain Terms and Conditions Concerning the Warrant Agent. The
Warrant Agent undertakes the duties and obligations imposed by this Warrant
Agreement upon the following terms and conditions, by all of which the Company
and the Holders, by their acceptance of Warrants, shall be bound:

      (a)   Correctness of Statements. The statements contained herein and in 
the Warrants shall be taken as statements of the Company and the Warrant Agent
assumes no responsibility for the correctness of any of the same except such as
describe the Warrant Agent or action taken by it. The Warrant Agent assumes no
responsibility with respect to the distribution of the Warrants except as herein
otherwise provided.

      (b)   Breach of Covenants. The Warrant Agent shall not be responsible for
any failure of the Company to comply with any of the covenants contained in this
Warrant Agreement or in the Warrants to be complied with specifically by the
Company.

      (c)   Performance of Duties. The Warrant Agent may execute and exercise
any of the rights or powers hereby vested in it or perform any duty hereunder
either itself or by or through its attorneys or agents (which shall not include
its employees) and shall not be responsible for the misconduct or negligence of
any agent appointed with due care.

      (d)   Reliance on Counsel. The Warrant Agent may consult at any time with
legal counsel satisfactory to it (who may be counsel for the Company) and the
Warrant Agent shall incur no liability or responsibility to the Company or to
any Holder in respect of any action taken, suffered or omitted by it hereunder
in good faith and in

                                        9


<PAGE>   13

accordance with the opinion or the advice of such counsel provided that such
counsel shall have been selected with due care.

      (e)   Proof of Actions Taken. Whenever in the performance of its duties
under this Warrant Agreement the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior
to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed
conclusively to be proved and established by a certificate signed by the
President, a Vice President, the Secretary or an Assistant Secretary of the
Company and delivered to the Warrant Agent; and such certificate shall be full
authorization to the Warrant Agent for any action taken or suffered in good
faith by it under the provisions of this Warrant Agreement in reliance upon such
certificate.

      (f)   Compensation. The Company agrees to pay the Warrant Agent reasonable
compensation as set forth in the fee schedule attached hereto as Exhibit B for
all services rendered by the Warrant Agent in the performance of its duties
under this Warrant Agreement, to reimburse the Warrant Agent for all expenses,
taxes and governmental charges and other charges of any kind and nature incurred
by the Warrant Agent in the performance of its duties under this Warrant
Agreement, and to indemnify the Warrant Agent and save it harmless against any
and all liabilities, including judgments, costs and counsel fees, for anything
done or omitted by the Warrant Agent in the performance of its duties under this
Warrant Agreement except as a result of the Warrant Agent's negligence or bad
faith.

      (g)   Legal Proceedings. The Warrant Agent shall be under no obligation to
institute any action, suit or legal proceeding or to take any other action
likely to involve expense unless the Company or one or more Holders shall
furnish the Warrant Agent with reasonable security and indemnity for any costs
and expenses that may be incurred, but this provision shall not affect the power
of the Warrant Agent to take such action as the Warrant Agent may consider
proper, whether with or without any such security or indemnity. All rights of
action under this Warrant Agreement or under any of the Warrants may be enforced
by the Warrant Agent without the possession of any of the Warrants or the
production thereof at any trial or other proceeding relative thereto, and any
such action, suit or proceeding instituted by the Warrant Agent shall be brought
in its name as Warrant Agent, and any recovery of judgment shall be for the
ratable benefit of the Holders, as their respective rights or interests may
appear.

      (h)   Other Transactions in Securities of the Company. The Warrant Agent
and any stockholder, director, officer or employee of the Warrant Agent may buy,
sell or deal in any of the Warrants or other securities of the Company or become
pecuniarily interested in any transaction in which the Company may be
interested, or contract with or lend money to the Company or otherwise act as
fully and freely as though it were not Warrant Agent under this Warrant
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any
other capacity for the Company or for any other legal entity.

      (i)   Liability of Warrant Agent. The Warrant Agent shall act hereunder
solely as agent, and its duties shall be determined solely by the provisions
hereof. The Warrant Agent shall not be liable for anything that it may do or
refrain from doing in connection with this Warrant Agreement except for its own
negligence or bad faith.

      (j)   Reliance on Documents. The Warrant Agent will not incur any
liability or responsibility to the Company or to any Holder for any action taken
in reliance on any notice, resolution, waiver, consent, order, certificate, or
other paper, document or instrument reasonably believed by it to be genuine and
to have been signed, sent or presented by the proper party or parties.

      (k)   Validity of Agreements. The Warrant Agent shall not be under any
responsibility in respect of the validity of this Warrant Agreement or the
execution and delivery hereof (except the due execution and delivery hereof by
the Warrant Agent) or in respect of the validity or execution of any Warrant
(except its countersignature and delivery thereof); nor shall the Warrant Agent
by any act hereunder be deemed to make any representation or

                                       10


<PAGE>   14


warranty as to the authorization or reservation of any Warrant Stock (or other
stock) to be issued pursuant to this Warrant Agreement or any Warrant, or as to
whether any Warrant Stock (or other stock) will, when issued, be validly issued,
fully paid and nonassessable, or as to the Warrant Price or the number or amount
of Warrant Stock or other securities or other property issued upon exercise of
any Warrant.

      (l)   Instructions from Company. The Warrant Agent is hereby authorized
and directed to accept instructions with respect to the performance of its
duties hereunder from the President, a Vice President, the Secretary or any
Assistant Secretary of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and shall not be liable for any
action taken or suffered to be taken by it in good faith in accordance with
instructions of any such officer or officers.

      14.3  Change of Warrant Agent. The Warrant Agent may resign and be
discharged from its duties under this Warrant Agreement by giving to the Company
30 days' advance notice in writing. The Warrant Agent may be removed by like
notice to the Warrant Agent from the Company. If the Warrant Agent shall resign
or be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent, then any Holder may apply to the Court for the
appointment of a successor to the Warrant Agent. Pending the appointment of the
successor warrant agent, the Company shall perform the duties of the Warrant
Agent. Any successor warrant agent, whether appointed by the Company or the
Court, shall be a bank or trust company, in good standing, incorporated under
the laws of the United States of America or any state thereof and having at the
time of its appointment as warrant agent a combined capital and surplus of at
least $50,000,000. After appointment, the successor warrant agent shall be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Warrant Agent without further act or deed; but the
former Warrant Agent shall deliver and transfer to the successor warrant agent
any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Failure to
file any notice provided for in this Section 14.3, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal
of the Warrant Agent or the appointment of the successor warrant agent, as the
case may be. In the event of such resignation or removal, the successor warrant
agent shall mail, first class, to each Holder, written notice of such removal or
resignation and the name and address of such successor warrant agent.

      14.4. Disposition of Proceeds on Exercise of Warrants; Inspection of
Warrant Agreement. The Warrant Agent shall account promptly to the Company with
respect to Warrants exercised and concurrently pay to the Company all
immediately available funds received by the Warrant Agent for the purchase of
the Warrant Stock through the exercise of such Warrants. The Warrant Agent
shall, upon request of the Company from time to time, deliver to the Company
such complete reports of registered ownership of the Warrants and such complete
records or transactions with respect to the Warrants and the shares of Common
Stock as the Company may request. The Warrant Agent shall also make available to
the Company for inspection by the Company's agents or employees, from time to
time as the Company may request, such original books of accounts and records
maintained by the Warrant Agent in connection with the issuance and exercise of
Warrants hereunder, such inspections to occur at the Warrant Agent's Principal
Office. The Warrant Agent shall keep copies of this Warrant Agreement and any
notices given or received hereunder available for inspection by the Company or
the Holders at the Warrant Agent's Principal Office. The Company shall supply
the Warrant Agent from time to time with such numbers of copies of this Warrant
Agreement as the Warrant Agent may request.

15.   Miscellaneous

      15.1. Notice Generally.  Any notice, demand, request, consent, approval,
declaration, delivery or other communication hereunder to be made pursuant to
the provisions of this Warrant Agreement shall be sufficiently given or made if
in writing and either delivered in person with receipt acknowledged or sent by
registered or

                                       11


<PAGE>   15


certified mail, return receipt requested, postage prepaid or by telecopy and
confirmed by telecopy answerback, addressed as follows:

      (a)   If to any Holder or holder of Warrant Stock, at its last known
address appearing on the warrant register of the Company maintained for such
purpose.

      (b)   If to the Company at

            JPS Textile Group, Inc.
            555 North Pleasantburg Drive, Suite 202
            Greenville, South Carolina 29607
            Attention: David H. Taylor
            Telecopy Number: (864) 271-9939

      (c)   If to the Warrant Agent at

            American Stock Transfer and Trust Company
            40 Wall Street
            New York, New York 10005
            Attention:  Shareholder Services
            Telecopy Number: (718) 236-2641

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, telecopied and confirmed by telecopy
answerback or three Business Days after the same shall have been deposited in
the United States mail, whichever is earlier. Failure or delay in delivering
copies of any notice, demand, request, approval, declaration, delivery or other
communication to the Person designated above to receive a copy shall in no way
adversely affect the effectiveness of such notice, demand, request, approval,
declaration, delivery or other communication.

      15.2. Successors and Assigns.  All covenants and provisions of this
Warrant Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns
hereunder.

      15.3. Amendment. This Warrant Agreement and the Warrants may only be
modified or amended or the provisions hereof and thereof waived with the written
consent of the Company, at least 90% of the holders of the then issued and
outstanding Common Stock, the Warrant Agent and the Majority Holders, provided
that no Warrant may be modified or amended to reduce the number of shares of
Common Stock for which such Warrant is exercisable or to increase the price at
which such shares may be purchased upon exercise of such Warrant (before giving
effect to any adjustment as provided herein and therein) without the prior
written consent of the Holder thereof.

      15.4. Third-Party Beneficiaries.  All covenants and provisions of this
Warrant Agreement shall inure to the benefit of each holder from time to time of
Common Stock.

      15.5. Severability.  Wherever possible, each provision of this Warrant
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such

                                       12


<PAGE>   16


prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Warrant Agreement.

      15.6. Headings.  The headings used in this Warrant Agreement are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant Agreement.

      15.7. Governing Law.  This Warrant Agreement and the Warrants shall be
governed by the laws of the State of New York, without regard to the provisions
thereof relating to conflict of laws.

      15.8. Counterparts.  This Warrant Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.

      IN WITNESS WHEREOF, each of the Company and the Warrant Agent has caused
this Warrant Agreement to be duly executed by its duly authorized officers as of
the date first above written.

                                       JPS TEXTILE GROUP, INC.

                                       By: /s/ David H. Taylor
                                           ------------------------------------
                                           Name: David H. Taylor
                                           Title:  EVP-Finance & Secretary

                                       AMERICAN STOCK TRANSFER AND TRUST
                                       COMPANY, as Warrant Agent

                                       By: /s/ Carolyn B. O'Neill
                                           ------------------------------------
                                           Name:  Carolyn B. O'Neill
                                           Title:  Vice President


                                       13


<PAGE>   17


                                    EXHIBIT A

                             JPS TEXTILE GROUP, INC.

          WARRANT TO PURCHASE COMMON STOCK, PAR VALUE $0.01 PER SHARE,
                           OF JPS TEXTILE GROUP, INC.



Warrant Certificate No.:                               Number of Warrants:

                                                       CUSIP No. 46624E116




                       SEE REVERSE FOR CERTAIN DEFINITIONS

      Exercisable from and after October 9, 1997, until 5:00 p.m., New York City
time on October 9, 2000.

      This Warrant Certificate certifies that , or registered assigns, is the
registered holder of the number of Warrants set forth above expiring at 5:00
p.m., New York City time, on October 9, 2000 or, if such date is not a business
day, the next succeeding business day (the "Warrants") to purchase Common Stock,
par value $0.01 per share (the "Common Stock"), of JPS Textile Group, Inc., a
Delaware corporation (the "Company"). The Common Stock issuable upon exercise of
Warrants is hereinafter referred to as the "Warrant Stock." Subject to the
immediately succeeding paragraph, each Warrant entitles the holder upon exercise
to purchase from the Company on or before 5:00 p.m., New York City time, on
October 9, 2000 or, if such date is not a business day, the next succeeding
business day, one share of Common Stock, subject to adjustment as set forth
herein and in the Warrant Agreement dated as of October 9, 1997 (the "Warrant
Agreement") by and between the Company and American Stock Transfer and Trust
Company, a New York corporation, as warrant agent (the "Warrant Agent"), in
whole or in part, at the initial purchase price of $98.76 per share, on and
subject to the terms and conditions set forth herein and in the Warrant
Agreement. Such purchase shall be payable in lawful money of the United States
of America by certified or official bank check or any combination thereof to the
order of the Warrant Agent for the account of the Company at the principal
office of the Warrant Agent, but only subject to the conditions set forth herein
and in the Warrant Agreement. The number of shares of Common Stock for which
each Warrant is exercisable, and the price at which such shares may be purchased
upon exercise of each Warrant, are subject to adjustment upon the occurrence of
certain events as set forth in the Warrant Agreement. Whenever the number of
shares of Common Stock for which a Warrant is exercisable, or the price at which
a share of such Common Stock may be purchased upon exercise of the Warrants, is
adjusted pursuant to the Warrant Agreement, the Company shall cause to be given
to each of the registered holders of the Warrants at such holders' addresses
appearing on the Warrant register written notice of such adjustment by first
class mail postage pre-paid.

      No Warrant may be exercised before 9:00 a.m., New York City time, on
October 9, 1997 or after 5:00 p.m., New York City time, on October 9, 2000 or,
if such date is not a business day, the next succeeding business day, and to the
extent not exercised by such time such Warrants shall become void.

      Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse side hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.

      This Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent.

                                       14


<PAGE>   18


      THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.

      IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
signed by its President and has caused its corporate seal to be affixed hereunto
or imprinted hereon.

Dated:

(SEAL)

Attest:                                JPS TEXTILE GROUP, INC.

                                       By:
-----------------------------             ------------------------------------
      Name:                               Name:
      Title:   Secretary                  Title:



                                       COUNTERSIGNED:

                                       American Stock Transfer and Trust
                                                Company, as Warrant Agent

                                       By:
                                           ------------------------------------
                                           Name:
                                           Title:

                                       15


<PAGE>   19


                    [FORM OF REVERSE OF WARRANT CERTIFICATE]

      The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of up to 526,316 Warrants expiring at 5:00 p.m., New York City
time, on October 9, 2000 or, if such date is not a business day, the next
succeeding business day, entitling the holder on exercise to purchase shares of
Common Stock, par value $0.01 per share, of the Company, and are issued or to be
issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the
Holders (the words "Holders" or "Holder" meaning the registered holders or
registered holder of the Warrants). A copy of the Warrant Agreement may be
obtained by the Holder hereof upon written request to the Company.

      Warrants may be exercised at any time on and after 9:00 a.m., New York
City time, on October 9, 1997, and on or before 5:00 p.m., New York City time,
on October 9, 2000 or, if such date is not a business day, the next succeeding
business day. The Holder of Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate, with the form of
election to purchase set forth hereon properly completed and executed, together
with payment of the purchase price by certified or official bank check or any
combination thereof to the order of the Warrant Agent for the account of the
Company and the other required documentation. In the event that upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall be
less than the total number of Warrants evidenced hereby, there shall be issued
to the Holder hereof or his assignee a new Warrant Certificate evidencing the
number of Warrants not exercised.

      The Warrant Agreement provides that the number of shares of Common Stock
for which each Warrant is exercisable, and the price at which such shares may be
purchased upon exercise of each Warrant, are subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement. The Company
shall not be required to issue any fractional share of Common Stock upon the
exercise of any Warrant, but the Company shall round up or down to the nearest
share of Common Stock as provided in the Warrant Agreement.

      Warrant Certificates, when surrendered at the office of the Warrant Agent
by the registered Holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject
to the limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.

      Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement
without charge except for any tax imposed in connection therewith.

                                       16


<PAGE>   20


                           [ELECTION TO PURCHASE FORM]

                 [TO BE EXECUTED ONLY UPON EXERCISE OF WARRANT]

      The undersigned registered owner of this Warrant irrevocably exercises
      this Warrant for the purchase of Shares of Common Stock of JPS TEXTILE
GROUP, INC. and herewith makes payment therefor, all at the price and on the
terms and conditions specified in this Warrant and the Warrant Agreement and
requests that certificates for the shares of Common Stock hereby purchased (and
any securities or other property issuable upon such exercise) be issued in the
name of and delivered to      whose address is      and, if such shares of
Common Stock shall not include all of the shares of Common Stock issuable as
provided in this Warrant, that a new Warrant of like tenor and date for the
balance of the shares of Common Stock issuable hereunder be delivered to the
undersigned.



                                           ------------------------------------
                                                 (Name of Registered Owner)



                                           ------------------------------------
                                              (Signature of Registered Owner)



                                           ------------------------------------
                                                      (Street Address)



                                           ------------------------------------
                                                 (City) (State)(Zip Code)

NOTICE:           The signature on this election to purchase must correspond
                  with the name as written upon the face of the within Warrant
                  in every particular, without alteration or enlargement or any
                  change whatsoever.

                                       17


<PAGE>   21






                                [ASSIGNMENT FORM]

         FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
shares of Common Stock set forth below:



NAME AND ADDRESS OF ASSIGNEE                     NO. OF SHARES OF COMMON
----------------------------                     -----------------------
STOCK
-----



and does hereby irrevocably constitute and appoint      attorney-in-fact to
register such transfer on the books of JPS TEXTILE GROUP, INC. maintained for
the purpose, with full power of substitution in the premises.



Dated:                                 Print Name:
       -----------------------------              -----------------------------
                                       Signature:
                                                 ------------------------------

                                       Witness:
                                               --------------------------------


NOTICE:           THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
                  AS WRITTEN UPON THE FACE OF THE WITHIN WARRANT IN EVERY
                  PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
                  WHATSOEVER.

                                       18


<PAGE>   22





                                    EXHIBIT B

                    AMERICAN STOCK TRANSFER AND TRUST COMPANY
                                AS WARRANT AGENT

                                SCHEDULE OF FEES

                                $375.00 per month








                                       19