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                                                                   EXHIBIT 10.42

                            JPS TEXTILE GROUP, INC.
                    555 NORTH PLEASANTBURG DRIVE, SUITE 202
                        GREENVILLE, SOUTH CAROLINA 29607

                                                              November 11, 1998

Mr. John W. Sanders, Jr.
102 Lytle Street
Greer, SC 29650

Dear John:

     We are writing with respect to your employment by JPS Textile Group, Inc.
(The "Company") as Executive V.P. Finance and Chief Financial Officer of the
Company. The Company acknowledges and recognizes the value of your experience
and abilities to the Company since the beginning of your employment with the
Company, and desires to continue to retain and make secure for itself such
experience and abilities on the terms and subject to the conditions set forth
in this agreement (the "Agreement").

     1. Employment. The Company agrees to employ you and you agree to be
employed by the Company and its wholly owned subsidiary, JPS Capital Corp,
dated November 11, 1998 (the "Effective Date") and ending on the first
anniversary thereof (unless sooner terminated as hereinafter provided) (the
"Employment Period"), on the terms and subject to the conditions set forth in
this Agreement; provided, however, that commencing on the first anniversary of
the Effective Date and each anniversary thereafter, the Employment Period shall
automatically be extended for one additional year (the "Extended Employment
Period") unless not later than the end of the Employment Period or the Extended
Employment Period, as the case may be, the Company or you shall have given
written notice to the other not to extend the Employment Period or any Extended
Employment Period. Unless specifically provided to the contrary, the Employment
Period shall be deemed to include any Extended Employment Period.

     2. Duties. (a) You shall be employed as Executive V.P. Finance and Chief
Financial Officer of the Company. In such capacity, you shall serve as a senior
executive officer of the Company and shall have the duties and responsibilities
prescribed for such position by the By-Laws of the Company, and shall have such
other duties and responsibilities as may from time to time be prescribed by the
Board and are customarily performed by someone in your position, provided that
such duties and responsibilities are consistent with your position as Executive
V.P. Finance and CFO of the Company. In the performance of your duties, you
shall be subject to the supervision and direction of the Chief Executive
Officer of the Company.

     (b) Subject to the terms of your employment hereunder, you shall devote
such time as is reasonably necessary to the proper performance of your duties
and responsibilities as Executive V.P. Finance and Chief Financial Officer of
the Company. You hereby represent and warrant to the Company that, except as
described above, you have no obligations under any existing employment or
service agreement and that your performance of the services required of you
hereunder will not conflict with your other existing obligations described
above.

     3.  Compensation.

     (a) (i) Base Salary. During the term of your employment hereunder, the
Company shall pay you, and you shall accept from the Company for your services,
a salary at the rate of not less than $225,000 per year (the "Base Salary"),
payable in accordance with the Company's policy with respect to the
compensation of executives. The Board shall annually review your performance
and determine, in its sole discretion, whether or not to increase your Base
Salary and, if so, the amount of such increase.


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Mr. John W. Sanders, Jr.
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          (ii)Bonus. In addition to your Base Salary, unless you voluntarily
terminate your employment for other than Good Reason (as hereinafter defined),
or are terminated by the Company for Cause (as hereinafter defined), you will
be eligible to participate in the 1999 Management Incentive Bonus Plan (the
"1999 Bonus Plan") and receive a bonus in an amount and based upon the
attainment of the performance goals specified therein. The Board shall
establish a performance-based annual bonus program for senior executives of the
Company including you for fiscal years after 1998 (a "Future Bonus Plan") and
award you an annual bonus opportunity thereunder which is not less favorable
than the opportunity provided pursuant to the 1998 Bonus Plan without
restricting the discretion of the Board to set reasonable targets and criteria
for such incentive compensation.

          (iii) Incentive Compensation and Other Plans. During the term of your
employment hereunder, you shall participate in any incentive compensation
(including stock options, restricted stock and/or other long-term incentive
compensation), deferred compensation, savings and retirement plans, practices,
policies and programs as adopted and approved by the Board from time to time.

     (b) Reimbursement of Expenses. During your employment, you will be
entitled to receive prompt reimbursement for all reasonable expenses incurred
by you in performing your services hereunder, provided that you properly
account therefor in accordance with Company policy.

     4. Vacations. During your employment, you shall be entitled to reasonable
vacations from time to time in accordance with the regular procedures of the
Company governing senior executives. You shall also be entitled to all paid
holidays given by the Company to its senior executives.

     5. Participation in Benefit Plans. You shall be entitled to participate in
and to receive benefits under all the Company's employee benefit plans and
arrangements in effect on the date hereof, and you shall be entitled to
participate in or receive benefits under any pension or retirement plan,
savings plan, or health-and-accident plan made available by the Company in the
future to its senior executives and other key management employees, subject to
and on a basis consistent with the terms, conditions and overall administration
of such plans and arrangements and provided that you meet the eligibility
requirements thereof.

     6. Other Offices. You further agree to serve without additional
compensation, if elected or appointed thereto, as an officer or director of any
of the Company's subsidiaries or affiliates.

     7. Termination.

     (a) Death. Your employment hereunder shall terminate upon your death.

     (b) Disability. In the event of your permanent disability (as hereinafter
defined) during the term of your employment hereunder, the Company shall have
the right, upon written notice to you, to terminate your employment hereunder,
effective upon the giving of such notice. For purposes hereof, "permanent
disability" shall be defined as any physical or mental disability or incapacity
which renders you incapable of fully performing the services required of you in
accordance with your obligations hereunder for a period of 150 consecutive days
or for shorter periods aggregating 150 days during any period of twelve (12)
consecutive months.

     (c) Cause. The Company may terminate your employment hereunder for
"Cause." For purposes hereof, termination for "Cause" shall mean termination
after:

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Mr. John W. Sanders, Jr.
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          (i)   your violation of any of the provisions of paragraph 9 hereof;

          (ii)  your commission of an intentional act of fraud, embezzlement,
theft or dishonesty against the Company or its affiliates;

          (iii) your conviction of (or pleading by you of nolo contendere to)
any crime which constitutes a felony or misdemeanor involving moral turpitude
or which might, in the reasonable opinion of the Company, cause embarrassment
to the Company; or

          (iv)  the gross neglect or willful failure by you to perform your
duties and responsibilities in all material respects as set forth in paragraph
2 hereof, if such breach of duty is not cured within 30 days after written
notice thereof to you by the Board.

     For purposes of clause (iv), no act, or failure to act, on your part shall
be deemed "willful" unless done, or omitted to be done, by you not in good
faith and without reasonable belief that your act, or failure to act, was in
the best interest of the Company.

     (d) Termination by You. You may terminate your employment hereunder for
Good Reason. For purposes of this Agreement,"Good Reason" shall mean (A) any
assignment to you of any duties (other than incident to a promotion) materially
different than or in addition to those contemplated by, or any limitation of
your powers or in any respect not contemplated by, paragraph 2 hereof, provided
that you first deliver written notice thereof to the Chairman of the Board and
the Company shall have failed to cure such non-permitted assignment or
limitation within thirty (30) days after receipt of such written notice, (B) a
reduction in your rate of base salary or the failure to maintain incentive
bonus arrangements substantially similar in earnings potential to those in
effect on the Effective Date, or a material reduction in your fringe benefits
or any other material failure by the Company to comply with paragraphs 3
through 5 hereof, provided that you first deliver written notice thereof to the
Chairman of the Board and the Company shall have failed to cure such reduction
or failure within thirty (30) days after receipt of such written notice, (C)
your being required to relocate your principal residence from its existing
location without your consent, or (D) upon notice by the Company as set forth
in paragraph 1 hereof not to extend the Employment Period.

     (e) Notice. Any termination by the Company pursuant to paragraphs 7(b) or
7(c) above or by you pursuant to paragraph 7(d) above shall be communicated by
written Notice of Termination to the other party hereto. For purposes hereof, a
"Notice of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of your employment under the provision so indicated.

     (f) Date of Termination. "Date of Termination" shall mean (i) if your
employment is terminated by your death, the date of your death, and (ii) if
your employment is terminated for any other reason, the date on which a Notice
of Termination is given.

     8. Compensation Upon Termination of Employment or During Disability.

     Subject to paragraph 8(e) below:

     (a) Death. If your employment shall be terminated by reason of your death,
the Company shall pay or grant, to such person as you shall designate in a
notice filed with the Company, or, if no such person shall be designated, to
your estate as a lump sum death benefit, (i) an amount equal to any accrued but
unpaid Base Salary at the time of your death,

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Mr. John W. Sanders, Jr.
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plus an additional payment equal to your Base Salary for the period from such
date through the end of the month following the month in which you die, (ii) an
amount equal to any accrued but unpaid bonus under the 1999 Bonus Plan or any
bonus payable pursuant to any Future Bonus Plans, to the extent earned but not
paid with respect to any year prior to the year in which your death occurs; and
(iii) a pro rata portion (based on the number of days worked) of the bonus
payable under the 1999 Bonus Plan or any Future Bonus Plan in effect for the
year in which your death occurs based upon the assumption that the performance
goals established under the applicable program with respect to the entire year
in which your death occurs are met. In addition, you shall retain all stock
options that are vested in accordance with the terms of the stock option plan
and grant letter controlling such stock options, with such options remaining
exercisable for six months from the date of your death and you shall receive
such additional benefits as may be provided by the then existing plans,
programs and/or arrangements of the Company. This amount and these benefits
shall be exclusive of and in addition to any payments your widow, beneficiaries
or estate may be entitled to receive pursuant to any pension or employee
benefit plan maintained by the Company. Your designated beneficiary or the
executor of your estate, as the case may be, shall accept the payment provided
for in this paragraph 8 in full discharge and release of the Company of and
from any further obligations under this Agreement.

     (b) Disability. During any period that you fail to perform your duties
hereunder as a result of incapacity due to physical or mental illness, you
shall continue to receive your full Base Salary until your employment is
terminated pursuant to paragraph 7(b) hereof. If your employment is terminated
by the Company pursuant to paragraph 7(b), the Company shall pay to you in a
lump sum payment, an amount equal to (i) any accrued but unpaid bonus under the
1999 Bonus Plan or any bonus payable pursuant to any Future Bonus Plans, to the
extent earned but not paid with respect to any year prior to the year in which
your disability occurs; and (ii) a pro rata portion (based on the number of
days worked) of the bonus payable under the 1999 Bonus Plan or any Future Bonus
Plan in effect for the year in which your disability occurs based upon the
assumption that the performance goals established under the applicable program
with respect to the entire year in which your disability occurs are met. In
addition, you shall retain all stock options that are vested in accordance with
the terms of the stock option plan and grant letter controlling such stock
options, with such options remaining exercisable for six months from the date
of your disability and you shall receive such additional benefits as may be
provided by the then existing plans, programs and/or arrangements of the
Company. During any such period and thereafter you shall continue to bear the
obligations provided for in paragraph 9 below in accordance with the terms of
such paragraph 9.

     (c) Cause or Other Good Reason. If your employment shall be terminated for
Cause or you shall terminate your employment other than for Good Reason, the
Company shall be discharged and released of and from any further obligations
under this Agreement except for any Base Salary through the Date of Termination
or the date on which you terminate your employment at the rate in effect at the
time Notice of Termination is given or the date on which you terminate your
employment, to the extent required by law. Thereafter you shall continue to
have the obligations provided for in paragraph 9 below. Nothing contained
herein shall be deemed to be a waiver by the Company of any rights that it may
have against you in respect of your actions which gave rise to the termination
of your employment for Cause or for any reason other than for Good Reason.

     (d) Other Than for Cause or For Good Reason. If the Company shall
terminate your employment other than pursuant to paragraphs 7(b) or 7(c) hereof
or if you shall terminate your employment for Good Reason, then:

          (i) The Company shall continue to pay you your Base Salary, at the
rate in effect at the time that the Notice of Termination is given in
accordance with paragraph 7(e) hereof, without interest for one year from the
Date of Termination, in accordance with normal payroll practices; provided,
however, that in the event of your death prior to the expiration of payment
hereunder your estate or beneficiary shall receive the remaining amount
hereunder in a lump sum payment; 


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Mr. John W. Sanders, Jr. 
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          (ii) The Company shall pay you an amount equal to the sum of (A) any
bonus earned as of the Date of Termination under the 1999 Bonus Plan or any
Future Bonus Plan for a fiscal year ending prior to the Date of Termination but
not paid as of such date, (B) a pro rata portion (based on the number of days
worked) of the target bonus (not in excess of fifty percent (50%) of your Base
Salary) payable under the 1999 Bonus Plan or any Future Bonus Plan in effect
for the fiscal year in which your Date of Termination occurs (determined
without regard to whether the performance goals established under the
applicable program are met) and (C) an amount equal to your target bonus (not
in excess of fifty percent (50%) of your Base Salary) under the 1999 Bonus Plan
or any Future Bonus Plan in effect for the fiscal year in which your Date of
Termination occurs (determined without regard to whether the performance goals
established under the applicable program are met), multiplied by one if the
Date of Termination is during any Extended Employment Period,

          (iii)You shall become fully vested in any stock options, with such
options remaining exercisable for six months from the date of your termination
of employment; and

          (iv) The Company shall maintain in full force and effect, for your
continued benefit for twenty-four months after termination of employment, all
employee benefit plans and programs providing health and/or life insurance
benefits in which you were entitled to participate immediately prior to the
Date of Termination provided that your continued participation is possible
under the general terms and provisions of such plans and programs. In the event
that your participation in any such plan or program is barred, the Company
shall provide you with comparable benefits under a mirror benefit plan.
Notwithstanding the above, if you are employed by a new employer and are
eligible to receive comparable coverage from such employer (including the
waiver of any pre-existing condition limitation) at a comparable cost to you,
you shall no longer be eligible to receive coverage under this paragraph.

     (e) Parachute Payment. Notwithstanding anything herein to the contrary, if
any of the payments or benefits received or to be received by you in connection
with a Change in Control or your termination of employment (whether such
payments or benefits are provided pursuant to the terms of this Agreement or
any other plan, arrangement or agreement with the Company, any person whose
actions result in a Change in Control or any person affiliated with the Company
or such person) (such payments or benefits being hereinafter referred to as the
"Total Payments") would be subject to the excise tax (The "Excise Tax") imposed
under Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), then the payments under this paragraph 8 hereof shall be reduced (by
the minimal amount necessary) so that no portion of the Total Payments is
subject to the Excise Tax.

     For purposes of determining whether any of the Total Payments will be
subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
total Payments shall be treated as "parachute payments" (within the meaning of
Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (the "Tax
Counsel") selected by the Company and reasonably acceptable by you, such
payments or benefits (in whole or in part) do not constitute parachute
payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii) all
"excess parachute payments" within the meaning of Section 280G(b)(1) of the
Code shall be treated as subject to the Excise Tax unless, in the opinion of
Tax Counsel, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered (within the meaning of
Section 280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined
in Section 280G(b)(3) of the Code) allocable to such payment, or are otherwise
not subject to the Excise Tax, and (iii) the value of any noncash benefits or
any deferred payment or benefit shall be determined by Tax Counsel in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code.



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Mr. John W. Sanders, Jr.
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     9.  Restrictive Covenants and Confidentiality; Injunctive Relief.

     (a) You agree, as a condition to the performance by the Company of its
obligations hereunder, particularly its obligations under paragraph 3 hereof,
that during the term of your employment, except for a termination of employment
without Cause or for Good Reason, hereunder and during the further period of
one (1) year after the termination of such employment, you shall not, without
the prior written approval of the Board, directly or indirectly through any
other person, firm or corporation:

          (i) Solicit, raid, entice or induce any person, firm or corporation
that presently is or at any time during the term of your employment hereunder
shall be a customer of the Company, or any of its subsidiary companies, to
become a customer of any other person, firm or corporation, and you shall not
approach any such person, firm or corporation for such purpose or authorize or
knowingly approve the taking of such actions by any other person;

          (ii) Solicit, raid, entice or induce any person that presently is or
at any time during the term of your employment hereunder shall be an employee
of the Company, or any of its subsidiary companies, to become employed by any
person, firm or corporation, and you shall not approach any such employee for
such purpose or authorize or knowingly approve the taking of such actions by
any other person; or

          (iii)Engage, participate, make any financial investment in, or become
employed by any person, firm, corporation or other business enterprise in the
United States which is engaged, directly or indirectly, during the term of your
employment or at the time of your termination of employment, as the case may
be, which (x) derives in excess of 20% of its gross revenues from the sale of
products substantially the same as the products of the Company and/or any of
its subsidiary companies or (y) has substantially the same customer base for
the same products as the Company and/or any of its subsidiary companies. The
foregoing covenant shall not be construed to preclude you from making any
investments in the securities of any company, whether or not engaged in
competition with the Company and/or any of its subsidiary companies, to the
extent that such securities are actively traded on a national securities
exchange or in the over-the-counter market in the United States or any foreign
securities exchange and, after giving effect to such investment, you do not
beneficially own securities representing more than 5% of the combined voting
power of the voting securities of such company.

     (b) Recognizing that the knowledge, information and relationship with
customers, suppliers, and agents, and the knowledge of the Company's and its
subsidiary companies' business methods, systems, plans and policies which you
shall hereafter establish, receive or obtain as an employee of the Company or
its subsidiary companies, are valuable and unique assets of the respective
businesses of the Company and its subsidiary companies, you agree that, during
and after the term of your employment hereunder, you shall not (otherwise than
pursuant to your duties hereunder) disclose or use, without the prior written
approval of the Board, any such knowledge or information pertaining to the
Company or any of its subsidiary companies, their business, personnel or
policies, to any person, firm, corporation or other entity, for any reason or
purpose whatsoever. The provisions of this paragraph 9 shall not apply to
information which is or shall become generally known to the public or the trade
(except by reason of your breach of your obligations hereunder), information
which is or shall become available in trade or other publications, information
known to you prior to entering the employ of the Company, and information which
you are required to disclose by law or an order of a court of competent
jurisdiction (provided that prior to your disclosure of any such information
you shall provide the Company with reasonable notice and a reasonable
opportunity to seek a protective order to prevent such disclosure).

     (c) The provisions of paragraph 9(b) above shall survive the termination
of your employment hereunder, irrespective of the reason therefor.

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Mr. John W. Sanders, Jr.
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     (d) You acknowledge that the services to be rendered by you are of a
special, unique and extraordinary character and, in connection with such
services, you will have access to confidential information vital to the
Company's and its subsidiary companies' businesses. By reason of this, you
consent and agree that if you violate any of the provisions of this Agreement
with respect to diversion of the Company's or its subsidiary companies'
customers or employees, or confidentiality, the Company and its subsidiary
companies would sustain irreparable harm and, therefore, in addition to any
other remedies which the Company may have under this Agreement or otherwise,
the Company shall be entitled to an injunction restraining you from committing
or continuing any such violation of this Agreement.

     (10)Deductions and Withholdings. The Company shall be entitled to withhold
any amounts payable under this Agreement on account of payroll taxes and
similar matters as are required by applicable law, rule or regulation of
appropriate governmental authorities.

     (11)Successors; Binding Agreement.

     (a) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company, by agreement in form and substance
reasonably satisfactory to you, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle you to
compensation from the Company in the same amount and on the same terms as you
would be entitled to hereunder if you terminated your employment for Good
Reason, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Company" shall include any successor
to the Company's business and/or assets as aforesaid which executes and
delivers the agreement provided for in this paragraph 11 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.

     (b) This Agreement and all your rights hereunder shall inure to the
benefit of and be enforceable by your personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If you should die while any amounts would still be payable to you
hereunder if you had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement
to your devisee, legatee, or other designee or, if there be no such designee,
to your estate. Your obligations hereunder may not be delegated and except as
otherwise provided herein relating to the designation of a devisee, legatee or
other designee, you may not assign, transfer, pledge, encumber, hypothecate or
otherwise dispose of this Agreement or any of your rights hereunder, and any
such attempted delegation or disposition shall be null and void and without
effect.

     12. Notice. For purposes of this Agreement, notices and all other
communications provided for shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:

     If to you:

         Mr. John W. Sanders, Jr.
         102 Lytle Street
         Greer, SC 29650

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Mr. John W. Sanders, Jr.
Page 8

         If to the Company:

         JPS Textile Group, Inc.
         555 North Pleasantburg Drive, Suite 202
         Greenville, South Carolina 29607
         Attention: Chairman of the Board

or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

     13. Miscellaneous. No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in
writing signed by you and by the Company. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. This Agreement constitutes the
complete understanding between the parties with respect to your employment and
supersedes any other prior oral or written agreements, arrangements or
understandings between you and the Company. This Agreement amends, restates and
supersedes any existing employment, retention, severance and change-in-control
agreements (collectively, the "Prior Agreements") between you and the Company
and/or any of its subsidiary companies upon the Effective Date, and any and all
claims under or in respect of the Prior Agreements that you may have or assert
shall, as of the Effective Date, be governed by and completely satisfied and
discharged in accordance with, the terms and conditions of this Agreement. No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. This Agreement may not be changed or
terminated orally but only by an agreement in writing signed by the parties
hereto. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of South Carolina.

     14. Arbitration. All differences, claims or matters in dispute arising out
of this Agreement, the breach hereof or otherwise arising between the Company
or any of its affiliates and you shall, at the election of either party, by
notice to the other, be submitted to arbitration by the American Arbitration
Association or its successor, in Greenville, South Carolina. Such arbitration
shall be governed by the then existing rules of the American Arbitration
Association and the laws of the State of South Carolina as then in effect. The
expenses, including your reasonable attorneys' fees, in connection with such
arbitration shall be borne by the Company.

     15. Validity; Effectiveness. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.

     16. Counterparts.This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


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Mr. John W. Sanders, Jr.
Page 9

     If the foregoing is satisfactory, please so indicate by signing and
returning to the Company the enclosed copy of this letter whereupon this will
constitute our agreement on the subject.

                                        JPS TEXTILE GROUP, INC.


                                       By: /s/ Jerry E. Hunter
                                          -------------------------------------
                                          Name: Jerry E. Hunter
                                          Title: Chief Executive Officer

ACCEPTED AND AGREED TO:

/s/ John W. Sanders, Jr.
---------------------------
John W. Sanders, Jr.