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                                                                   EXHIBIT 10.36

                             JPS TEXTILE GROUP, INC.

                  1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN

     1. Purpose. The JPS Textile Group, Inc. 1997 Incentive and Capital
Accumulation Plan (the "Plan") is intended to align the interests of the
Company's key employees and non-employee directors to those of its stockholders.
The Incentive Plan is also intended to provide incentives which will attract,
retain and motivate highly competent persons as key employees of JPS Textile
Group, Inc. (the "Company") and of any subsidiary corporation now existing or
hereafter formed or acquired, by providing them opportunities to acquire shares
of the common stock, par value $1.00 per share, of the Company ("Common Stock")
or to receive monetary payments based on the value of such shares pursuant to
the Benefits (as defined below) described herein.

     2. Administration.

     (a) The Plan will be administered by a committee of the Board of Directors
of the Company (the "Board") or a subcommittee of a committee of the Board
(which may be the Company's Compensation Committee), appointed by the Board from
among its members (the "Committee"), and shall be comprised solely of not less
than two members who shall be (i) "Non-Employee Directors" within the meaning of
Rule 16b-3(b)(3) (or any successor rule) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and (ii) unless otherwise
determined by the Board of Directors, "outside directors" within the meaning of
Treasury Regulation Section 1.162-27(e)(3) under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). The Committee is authorized,
subject to the provisions of the Plan, to establish such rules and regulations
as it deems necessary for the proper administration of the Plan and to make such
determinations and interpretations and to take such action in connection with
the Plan and any Benefits (as defined below) granted hereunder as it deems
necessary or advisable. All determinations and interpretations made by the
Committee shall be binding and conclusive on all participants and their legal
representatives. No member of the Board of Directors, no member of the Committee
and no employee of the Company shall be liable for any act or failure to act
hereunder, except in circumstances involving his or her bad faith, gross
negligence or willful misconduct, or for any act or failure to act hereunder by
any other member or employee or by any agent to whom duties in connection with
the administration of this Plan have been delegated. The Company shall indemnify
members of the Committee and any agent of the Committee who is an employee of
the Company against any and all liabilities or expenses to which they may be
subjected by reason of any act or failure to act with respect to their duties on
behalf of the Plan, except in circumstances involving such person's bad faith,
gross negligence or willful misconduct.

     (b) The Committee may delegate to one or more of its members, or to one or
more agents, such administrative duties as it may deem advisable, and the
Committee, or any person to whom it has delegated duties as aforesaid, may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan. The Committee may employ
such legal or other counsel, consultants and agents as it may deem desirable for
the administration of the Plan and may rely upon any opinion or computation
received from any such counsel, consultant or agent. Expenses incurred by the
Committee in the engagement of such counsel, consultant or agent shall be paid
by the Company, or the subsidiary or affiliate whose employees or non-employee
directors have benefitted from the Plan, as determined by the Committee.

     3. Participants. Participants will consist of such key employees and
non-employee directors of the Company and any subsidiary corporation of the
Company as the Committee in its sole discretion determines to be in a position
to 


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impact the success and future growth and profitability of the Company and
whom the Committee may designate from time to time to receive Benefits under the
Plan. Designation of a participant in any year shall not require the Committee
to designate such person to receive a Benefit in any other year or, once
designated, to receive the same type or amount of Benefit as granted to the
participant in any other year. The Committee shall consider such factors as it
deems pertinent in selecting participants and in determining the type and amount
of their respective Benefits.

     4. Type of Benefits; Vesting. Benefits under the Plan may be granted in any
one or a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c)
Stock Awards, (d) Performance Awards, and (e) Stock Units (each as described
below, and collectively, the "Benefits"). Stock Awards, Performance Awards, and
Stock Units may, as determined by the Committee in its discretion, constitute
Performance-Based Awards, as described in Section 11 hereof. Benefits shall be
evidenced by agreements (which need not be identical) in such forms as the
Committee may from time to time approve (the "Agreements"); provided, however,
that in the event of any conflict between the provisions of the Plan and any
such agreements, the provisions of the Plan shall prevail.

     To the extent not otherwise provided for in a participant's Agreement and
subject to provisions and limitations to the contrary contained herein, at the
Committee's discretion, Benefits may vest based upon the achievement of
performance-related goals, elapsed time or a combination of the achievement of
performance-related goals and elapsed time.

     5. Common Stock Available Under the Plan. The aggregate number of shares of
Common Stock that may be subject to Benefits, including Stock Options, granted
under this Plan shall be 853,485 shares of Common Stock, which may be authorized
and unissued or treasury shares, subject to any adjustments made in accordance
with Section 12 hereof. The maximum number of shares of Common Stock with
respect to which Benefits may be granted or measured to any individual
participant under the Plan during the term of the Plan shall not exceed 853,485,
provided, however, that the maximum number of shares of Common Stock with
respect to which Stock Options and Stock Appreciation Rights may be granted to
an individual participant under the Plan during the term of the Plan shall not
exceed 325,000 (in each case, subject to adjustments made in accordance with
Section 12 hereof). Other than those shares of Common Stock subject to Benefits
that are cancelled or terminated as a result of the Committee's exercise of its
discretion with respect to Performance-Based Awards as provided for in Section
11 hereof, any shares of Common Stock subject to a Stock Option or Stock
Appreciation Right which for any reason is cancelled or terminated without
having been exercised, any shares subject to Stock Awards, Performance Awards or
Stock Units which are forfeited, any shares subject to Performance Awards
settled in cash or any shares delivered to the Company as part or full payment
for the exercise of a Stock Option or Stock Appreciation Right shall again be
available for Benefits under the Plan. The preceding sentence shall apply only
for purposes of determining the aggregate number of shares of Common Stock
subject to Benefits but shall not apply for purposes of determining the maximum
number of shares of Common Stock with respect to which Benefits (including the
maximum number of shares of Common Stock subject to Stock Options and Stock
Appreciation Rights) that may be granted to any individual participant under the
Plan.

     6. Stock Options. Stock Options will consist of awards from the Company
that will enable the holder to purchase a specific number of shares of Common
Stock, at set terms and at a fixed purchase price. Stock Options may be
"incentive stock options" ("Incentive Stock Options"), within the meaning of
Section 422 of the Code, or Stock Options which do not constitute Incentive
Stock Options ("Nonqualified Stock Options"). The Committee will have the
authority to grant to any participant one or more Incentive Stock Options,
Nonqualified Stock Options, or both types of Stock Options (in each case with or
without Stock Appreciation Rights). Each Stock Option shall be subject to such
terms and conditions consistent with the Plan as the Committee may impose from
time to time, subject to the following limitations:



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          (a) Exercise Price. Each Stock Option granted hereunder shall have
     such per-share exercise price as the Committee may determine at the date of
     grant; provided, however, subject to subsection (d) below, that the
     per-share exercise price shall not be less than 100% of the Fair Market
     Value (as defined below) of the Common Stock on the date the option is
     granted.

          (b) Payment of Exercise Price. The option exercise price may be paid
     in cash or, in the discretion of the Committee determined at the date of
     grant, by the delivery of shares of Common Stock of the Company then owned
     by the participant, by delivering to the Company an executed promissory
     note (or such other form of indebtedness) on such terms and conditions as
     the Committee shall determine in its sole discretion at the date of grant,
     or by a combination of these methods. In the discretion of the Committee
     determined at the date of grant, payment may also be made by delivering a
     properly executed exercise notice to the Company together with a copy of
     irrevocable instructions to a broker to deliver promptly to the Company the
     amount of sale or loan proceeds to pay the exercise price. To facilitate
     the foregoing, the Company may enter into agreements for coordinated
     procedures with one or more brokerage firms. The Committee may prescribe
     any other method of paying the exercise price that it determines to be
     consistent with applicable law and the purpose of the Plan, including,
     without limitation, in lieu of the exercise of a Stock Option by delivery
     of shares of Common Stock of the Company then owned by a participant,
     providing the Company with a notarized statement attesting to the number of
     shares owned, where, upon verification by the Company, the Company would
     issue to the participant only the number of incremental shares to which the
     participant is entitled upon exercise of the Stock Option. In determining
     which methods a participant may utilize to pay the exercise price, the
     Committee may consider such factors as it determines are appropriate.

          (c) Exercise Period. Stock Options granted under the Plan shall be
     exercisable at such time or times and subject to such terms and conditions
     as shall be determined by the Committee; provided, however, that no Stock
     Option shall be exercisable later than ten years after the date it is
     granted. All Stock Options shall terminate at such earlier times and upon
     such conditions or circumstances as the Committee shall in its discretion
     set forth in such option agreement at the date of grant.

          (d) Limitations on Incentive Stock Options. Incentive Stock Options
     may be granted only to participants who are employees of the Company or any
     subsidiary corporation of the Company at the date of grant. The aggregate
     market value (determined as of the time the option is granted) of the
     Common Stock with respect to which Incentive Stock Options are exercisable
     for the first time by a participant during any calendar year (under all
     option plans of the Company) shall not exceed $100,000. For purposes of the
     preceding sentence, Incentive Stock Options will be taken into account in
     the order in which they are granted. Incentive Stock Options may not be
     granted to any participant who, at the time of grant, owns stock possessing
     (after the application of the attribution rules of Section 424(d) of the
     Code) more than 10% of the total combined voting power of all outstanding
     classes of stock of the Company or any subsidiary corporation of the
     Company, unless the option price is fixed at not less than 110% of the Fair
     Market Value of the Common Stock on the date of grant and the exercise of
     such option is prohibited by its terms after the expiration of five years
     from the date of grant of such option. Notwithstanding anything to the
     contrary contained herein, no Incentive Stock Option may be exercised later
     than ten years after the date it is granted. In addition, no Incentive
     Stock Option shall be issued to a participant in tandem with a Nonqualified
     Stock Option.

     7. Stock Appreciation Rights. The Committee may, in its discretion, grant
Stock Appreciation Rights to the holders of any Stock Options granted hereunder.
In addition, Stock Appreciation Rights may be granted independently of, and
without relation to, options. A Stock Appreciation Right means a right to
receive a payment, in cash, Common Stock or a combination thereof, in an amount
equal to the excess of (x) the Fair Market Value, or other specified valuation,
of a specified number of shares of Common Stock on the date the right is
exercised over (y) the Fair Market Value, or other specified valuation (which
shall be no less than the Fair Market Value), of such shares of Common

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Stock on the date the right is granted, all as determined by the Committee. Each
Stock Appreciation Right shall be subject to such terms and conditions as the
Committee shall impose from time to time.

     8. Stock Awards. The Committee may, in its discretion, grant Stock Awards
(which may include mandatory payment of bonus incentive compensation in stock)
consisting of Common Stock issued or transferred to participants with or without
other payments therefor as additional compensation for services to the Company.
Stock Awards may be subject to such terms and conditions as the Committee
determines appropriate, including, without limitation, restrictions on the sale
or other disposition of such shares, the right of the Company to re-acquire such
shares for no consideration upon termination of the participant's employment or
directorship within specified periods, and may constitute Performance-Based
Awards, as described below. The Committee may require the participant to deliver
a duly signed stock power, endorsed in blank, relating to the Common Stock
covered by such an award. The Committee may also require that the stock
certificates evidencing such shares be held in custody or bear restrictive
legends until the restrictions thereon shall have lapsed. The Stock Award shall
specify whether the participant shall have, with respect to the shares of Common
Stock subject to a Stock Award, all of the rights of a holder of shares of
Common Stock of the Company, including the right to receive dividends and to
vote the shares. The participant may elect to defer, or the Committee may
require or permit the deferral of, the receipt of Stock Awards upon such terms
as the Committee deems appropriate.

     9. Performance Awards.

     (a) Performance Awards may be granted to participants at any time and from
time to time, as shall be determined by the Committee. Performance Awards may,
as determined by the Committee in its sole discretion, constitute
Performance-Based Awards. The Committee shall have complete discretion in
determining the number, amount and timing of awards granted to each participant.
Such Performance Awards may be in the form of shares of Common Stock or Stock
Units. Performance Awards may be awarded as short-term or long-term incentives.
With respect to those Performance Awards that are intended to constitute
Performance-Based Awards, the Committee shall set performance targets at its
discretion which, depending on the extent to which they are met, will determine
the number and/or value of Performance Awards that will be paid out to the
participants, and may attach to such Performance Awards one or more
restrictions. Performance targets may be based upon, without limitation,
Company-wide, divisional and/or individual performance.

     (b) With respect to those Performance Awards that are not intended to
constitute Performance-Based Awards, the Committee shall have the authority at
any time to make adjustments to performance targets for any outstanding
Performance Awards which the Committee deems necessary or desirable unless at
the time of establishment of goals the Committee shall have precluded its
authority to make such adjustments.

     (c) Payment of earned Performance Awards shall be made in accordance with
terms and conditions prescribed or authorized by the Committee. The participant
may elect to defer, or the Committee may require or permit the deferral of, the
receipt of Performance Awards upon such terms as the Committee deems
appropriate.

     10. Stock Units.

     (a) The Committee may, in its discretion, grant Stock Units to participants
hereunder. Stock Units may, as determined by the Committee in its sole
discretion, constitute Performance-Based Awards. The Committee shall determine
the criteria for the vesting of Stock Units. A Stock Unit granted by the
Committee shall provide payment in shares of Common Stock at such time as the
award agreement shall specify. Shares of Common Stock issued pursuant to this
Section 10 may be issued with or without other payments therefor as may be
required by applicable law or such 


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other consideration as may be determined by the Committee. The Committee shall
determine whether a participant granted a Stock Unit shall be entitled to a
Dividend Equivalent Right (as defined below).

     (b) Upon vesting of a Stock Unit, unless the Committee has determined to
defer payment with respect to such unit or a participant has elected to defer
payment under subsection (c) below, shares of Common Stock representing the
Stock Units shall be distributed to the participant unless the Committee
provides for the payment of the Stock Units in cash or partly in cash and partly
in shares of Common Stock equal to the value of the shares of Common Stock which
would otherwise be distributed to the participant.

     (c) Prior to the year with respect to which a Stock Unit may vest, the
participant may elect not to receive Common Stock upon the vesting of such Stock
Unit and for the Company to continue to maintain the Stock Unit on its books of
account. In such event, the value of a Stock Unit shall be payable in shares of
Common Stock pursuant to the agreement of deferral.

     (d) A "Stock Unit" means a notational account representing one share of
Common Stock. A "Dividend Equivalent Right" means the right to receive the
amount of any dividend paid on the share of Common Stock underlying a Stock
Unit, which shall be payable in cash or in the form of additional Stock Units.

     11. Performance-Based Awards. Certain Benefits granted under the Plan may
be granted in a manner such that the Benefits qualify for the performance-based
compensation exemption of Section 162(m) of the Code ("Performance-Based
Awards"). As determined by the Committee in its sole discretion, either the
granting or vesting of such Performance-Based Awards are to be based upon one or
more of the following factors: net sales, pre-tax income before allocation of
corporate overhead and bonus, budget, earnings per share, net income, return on
stockholders' equity, return on assets, appreciation in and/or maintenance of
the price of the Common Stock or any other publicly-traded securities of the
Company, market share, gross profits, earnings before interest and taxes,
earnings before interest, taxes, depreciation and amortization, and comparisons
with various stock market indices, reductions in costs or any combination of the
foregoing. With respect to Performance-Based Awards, (i) the Committee shall
establish in writing (x) the objective performance-based goals applicable to a
given period and (y) the individual employees or class of employees to which
such performance-based goals apply no later than 90 days after the commencement
of such period (but in no event after 25% of such period has elapsed) and (ii)
no Performance-Based Awards shall be payable to or vest with respect to, as the
case may be, any participant for a given period until the Committee certifies in
writing that the objective performance goals (and any other material terms)
applicable to such period have been satisfied. With respect to any Benefits
intended to qualify as Performance-Based Awards, after establishment of a
performance goal, the Committee shall not revise such performance goal or
increase the amount of compensation payable thereunder (as determined in
accordance with Section 162(m) of the Code) upon the attainment of such
performance goal. Notwithstanding the preceding sentence, the Committee may
reduce or eliminate the number of shares of Common Stock or cash granted or the
number of shares of Common Stock vested upon the attainment of such performance
goal.

     12. Adjustment Provisions; Change in Control.

     (a) If there shall be any change in the Common Stock of the Company, 
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split, reverse stock split, split up, spinoff, combination of shares,
exchange of shares, dividend in kind or other like change in capital structure
or distribution (other than normal cash dividends) to stockholders of the
Company, an adjustment shall be made to each outstanding Stock Option and Stock
Appreciation Right such that each such Stock Option and Stock Appreciation Right
shall thereafter be exercisable for such securities, cash and/or other property
as the holder of such Stock Option or Stock Appreciation Right would have had
immediately after such change or distribution had such Stock Option or Stock
Appreciation Right been exercised in full immediately prior to such change or
distribution, and such an adjustment shall be made successively each time any


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such change shall occur. In addition, in the event of any such change or
distribution, in order to prevent dilution or enlargement of participants'
rights under the Plan, the Committee will have authority to adjust, in an
equitable manner, the number and kind of shares that may be issued under the
Plan, the exercisability and vesting pensions of such Benefits, the number and
kind of shares subject to outstanding Benefits, the exercise price applicable to
outstanding Benefits, and the Fair Market Value of the Common Stock and other
value determinations applicable to outstanding Benefits. Appropriate adjustments
may also be made by the Committee in the terms of any Benefits under the Plan to
reflect such changes or distributions and to modify any other terms of
outstanding Benefits on an equitable basis, including modifications of
performance targets and changes in the length of performance periods. In
addition, other than with respect to Stock Options, Stock Appreciation Rights
and other awards intended to constitute Performance-Based Awards, the Committee
is authorized to make adjustments to the terms and conditions of, and the
criteria included in, Benefits in recognition of unusual or nonrecurring events
affecting the Company or the financial statements of the Company, or in response
to changes in applicable laws, regulations, or accounting principles.
Notwithstanding the foregoing, (i) any adjustment with respect to an Incentive
Stock Option shall comply with the rules of Section 424(a) of the Code, and (ii)
in no event shall any adjustment be made which would render any Incentive Stock
Option granted hereunder other than an incentive stock option for purposes of
Section 422 of the Code.

     (b) In the event of a Change in Control (as defined below), the Committee,
in its discretion, may take such actions as it deems appropriate with respect to
outstanding Benefits, including, without limitation, accelerating the
exercisability or vesting of such Benefits.

     The Committee, in its discretion, may determine that, upon the occurrence
of a Change in Control of the Company, each Stock Option and Stock Appreciation
Right outstanding hereunder shall terminate within a specified number of days
after notice to the holder, and such holder shall receive, with respect to each
share of Common Stock subject to such Stock Option or Stock Appreciation Right,
an amount equal to the excess of the Fair Market Value of such shares of Common
Stock immediately prior to the occurrence of such Change in Control over the
exercise price per share of such Stock Option or Stock Appreciation Right; such
amount to be payable in cash, in one or more kinds of property (including the
property, if any, payable in the transaction) or in a combination thereof, as
the Committee, in its discretion, shall determine.

     For purposes of this Section 12(b), unless otherwise provided for in a
participant's Agreement, a "Change in Control" of the Company shall be deemed to
have occurred upon any of the following events:

          (A) Any person or other entity (other than any of the Company's
     subsidiaries), including any person as defined in Section 13(d)(3) of the
     Exchange Act, becoming the beneficial owner, as defined in Rule 13d-3 of
     the Exchange Act, directly or indirectly, of more than fifty percent (50%)
     of the total combined voting power of all classes of capital stock of the
     Company ordinarily entitled to vote for the election of directors of the
     Company; or

          (B) A change in the Board occurring with the result that the members
     of the Board on the date of consummation of the confirmed Joint Plan of
     Reorganization of the Company and its wholly owned subsidiary JPS Capital
     Corp. under Chapter 11 of the Bankruptcy Code (the "Incumbent Directors")
     no longer constitute a majority of such Board, provided that any person
     becoming a director whose election or nomination for election was supported
     by a majority of the Incumbent Directors shall be considered an Incumbent
     Director for purposes hereof; or

          (C) The sale of all or substantially all of the property or assets of
     the Company (other than a sale to any of the Company's subsidiaries); or

          (D) The consolidation or merger of the Company with another
     corporation (other than with any of the Company's subsidiaries or in which
     the Company is the surviving corporation), the consummation of which would


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     result in the shareholders of the Company immediately before the occurrence
     of the consolidation or merger owning, in the aggregate, less than 50% of
     the voting stock of the surviving entity immediately following the
     occurrence of such consolidation or merger.

     13. Transferability. Each Benefit granted under the Plan to a participant
(other than a Benefit that is no longer subject to any restrictions, including
vesting, and that has been exercised or otherwise is wholly-owned by a
participant) shall not be transferable otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during the participant's
lifetime, only by the participant. In the event of the death of a participant,
each Stock Option or Stock Appreciation Right theretofore granted to him or her
shall be exercisable during such period after his or her death as the Committee
shall in its discretion set forth in such option or right at the date of grant
and then only by the executor or administrator of the estate of the deceased
participant or the person or persons to whom the deceased participant's rights
under the Stock Option or Stock Appreciation Right shall pass by will or the
laws of descent and distribution. Notwithstanding the foregoing, at the
discretion of the Committee, an award of a Benefit other than an Incentive Stock
Option may permit the transferability of a Benefit by a participant solely to
the participant's spouse, siblings, parents, children and grandchildren or
trusts for the benefit of such persons.

     14. Other Provisions. The award of any Benefit under the Plan may also be
subject to such other provisions (whether or not applicable to the Benefit
awarded to any other participant) as the Committee determines, at the date of
grant, appropriate, including, without limitation, for the installment purchase
of Common Stock under Stock Options, for the installment exercise of Stock
Appreciation Rights, to assist the participant in financing the acquisition of
Common Stock, for the forfeiture of, or restrictions on resale or other
disposition of, Common Stock acquired under any form of Benefit, for the
acceleration of exercisability or vesting of Benefits in the event of a change
in control of the Company, for the payment of the value of Benefits to
participants in the event of a change in control of the Company, or to comply
with federal and state securities laws, or understandings or conditions as to
the participant's employment or directorship in addition to those specifically
provided for under the Plan.

     15. Fair Market Value. For purposes of this Plan and any Benefits awarded
hereunder, Fair Market Value shall be the closing price of the Company's Common
Stock on the date of calculation (or on the last preceding trading date if
Common Stock was not traded on such date) if the Company's Common Stock is
readily tradeable on a national securities exchange or other market system, and
if the Company's Common Stock is not readily tradeable, Fair Market Value shall
mean the amount determined in good faith by the Committee as the fair market
value of the Common Stock of the Company.

     16. Withholding. All payments or distributions of Benefits made pursuant to
the Plan shall be net of any amounts required to be withheld pursuant to
applicable federal, state and local tax withholding requirements. If the Company
proposes or is required to distribute Common Stock pursuant to the Plan, it may
require the recipient to remit to it or to the corporation that employs such
recipient an amount sufficient to satisfy such tax withholding requirements
prior to the delivery of any certificates for such Common Stock. In lieu
thereof, the Company or the employing corporation shall have the right to
withhold the amount of such taxes from any other sums due or to become due from
such corporation to the recipient as the Committee shall prescribe. The
Committee may, in its discretion and subject to such rules as it may adopt
(including any as may be required to satisfy applicable tax and/or non-tax
regulatory requirements), permit an optionee or award or right holder to pay all
or a portion of the federal, state and local withholding taxes arising in
connection with any Benefit consisting of shares of Common Stock by electing to
have the Company withhold shares of Common Stock having a Fair Market Value
equal to the amount of tax to be withheld, such tax calculated at rates required
by statute or regulation.

     17. Tenure. A participant's right, if any, to continue to serve the
Company as a director, officer, employee, or otherwise, shall not be enlarged or
otherwise affected by his or her designation as a participant under the Plan.



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     18. Unfunded Plan. Participants shall have no right, title, or interest
whatsoever in or to any investments which the Company may make to aid it in
meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and any
participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan. The Plan is not intended to
be subject to the Employee Retirement Income Security Act of 1974, as amended.

     19. No Fractional Shares. No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan or any Benefit. The Committee shall
determine whether cash, or Benefits, or other property shall be issued or paid
in lieu of fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.

     20. Duration, Amendment and Termination. No Benefit shall be granted more
than ten years after the Effective Date; provided, however, that the terms and
conditions applicable to any Benefit granted prior to such date may thereafter
be amended or modified by mutual agreement between the Company and the
participant or such other persons as may then have an interest therein. The
Committee may amend the Plan from time to time or suspend or terminate the Plan
at any time. However, no action authorized by this Section 20 shall reduce the
amount of any existing Benefit or change the terms and conditions thereof
without the participant's consent. No amendment of the Plan shall, without
approval of the stockholders of the Company, (i) increase the total number of
shares which may be issued under the Plan or the maximum number of shares with
respect to Stock Options, Stock Appreciation Rights and other Benefits that may
be granted to any individual under the Plan or (ii) modify the requirements as
to eligibility for Benefits under the Plan; provided, however, that no amendment
may be made without approval of the stockholders of the Company if the amendment
will disqualify any Incentive Stock Options granted hereunder.

     21. Governing Law. This Plan, Benefits granted hereunder and actions taken
in connection herewith shall be governed and construed in accordance with the
laws of the State of Delaware (regardless of the law that might otherwise govern
under applicable Delaware principles of conflict of laws).

     22. Effective Date. (a) The Plan shall be effective on the date on which it
is adopted by the Board (the "Effective Date") without further corporate action
by the Board or any of its subsidiaries or the holders of Common Stock. The
Committee shall not grant any Benefits under the Plan until the date of
consummation of the confirmed Joint Plan of Reorganization of the Company and
its wholly owned subsidiary, JPS Capital Corp., under chapter 11 of the
Bankruptcy Code.

     (b) This Plan shall terminate on the ten-year anniversary of the Effective
Date (unless sooner terminated by the Committee).