Exhibit 10.12

        AGREEMENT,  made  and  entered  into as of the 5th  day of  July,  1996,
between  BURLINGTON  INDUSTRIES,   INC.,  a  Delaware  corporation  (hereinafter
sometimes referred to as the  "Corporation"),  party of the first part, and Lynn
L. Lane (hereinafter referred to as "Employee"), party of the second part,

                              W I T N E S S E T H :

        WHEREAS, the Corporation and Employee desire to enter into an Employment
Agreement effective August 5, 1996;

        NOW,  THEREFORE,  in consideration of the mutual agreements  hereinafter
contained, the Corporation and Employee hereby agree as follows:

        l. The  Corporation  agrees  to  employ  or to cause  one or more of its
subsidiary  companies  to  employ  Employee  and  Employee  agrees  to serve the
Corporation  and  such  of  the  Corporation's  subsidiary  companies  as may be
designated by the Corporation upon the terms hereinafter set forth.

        2. The employment of Employee  hereunder  shall commence  August 5, 1996
and continue for a period ending August 4, 1998, unless earlier terminated under
the provisions of this Agreement.

        3.  Employee   agrees  to  serve  the   Corporation   and  such  of  the
Corporation's  subsidiary  companies as may be  designated  by the  Corporation,
faithfully  and to the best of  Employee's  ability  under the  direction of the
Board of Directors of the Corporation and of such subsidiary companies, devoting
Employee's  entire time,  energy and skill during regular business hours to such
employment,  and to  perform  from  time  to time  such  services,  advisory  or
otherwise and act in such office or capacity for the  Corporation and for any of
its subsidiary companies as said Board of Directors shall request.

        4. The Corporation agrees to pay, or cause one or more of its subsidiary
companies  to pay, to Employee  during the period of the term hereof  salary for
Employee's  services  at the rate  (the  "Annual  Rate")  of One  Hundred  Sixty
Thousand  Dollars  ($160,000)  per  annum,  payable  in equal  monthly  or other
installments in accordance with the general practice of the Corporation.

        5. The Corporation may from time to time pay additional  compensation to
certain  executives  when and if  authorized  by the Board of  Directors  or the
appropriate  Committee  of the  Board of  Directors  of the  Corporation.  It is
expressly understood that the amount and payment of any additional  compensation
if  made  in  the  case  of  Employee  is  entirely  in  the  discretion  of the
Corporation, and nothing herein shall be construed as a promise or obligation to
pay any  additional  compensation  to Employee  whatsoever.  If sums are paid to
Employee as additional  compensation  in any year, such payment shall not create
an  obligation  to pay  additional  compensation  to  Employee  in any  past  or
succeeding  year, and the Corporation and its subsidiary  companies shall not be
obligated  to pay to  Employee  any  additional  compensation  by  reason of the
payment of additional compensation to other Employees in any year for any reason
whatsoever.  No payments to Employee of additional  compensation,  if any, shall
reduce or be applied  against  the  salary to be paid to  Employee  pursuant  to
Paragraph 4 hereof.

        6.  If,  during  the  term  of this  Agreement,  Employee  shall  become
physically  or  mentally  incapable  of fully  performing  services  required of
Employee in accordance  with  Employee's  obligations  under Paragraph 3 of this
Agreement,  and such incapacity is, or may reasonably be expected to exist,  for
more than two months in the  aggregate  during any period of twelve  consecutive
months,  as shall be  determined  by a  physician  mutually  agreed  upon by the
Corporation  and Employee (or  Employee's  legal  representative  if Employee is
incapable of making such determination),  which determination shall be final and
conclusive,  the  Corporation  may,  upon  notice to  Employee,  terminate  this
Agreement  and  Employee's  employment  hereunder,  and upon  such  termination,
Employee  shall be  entitled  to receive  and shall be paid  compensation  for a
period of 90 days next following the date of such notice of termination,  at the
Annual Rate set forth in  Paragraph 4 above,  and  compensation  for the next 90
days at one half of the Annual Rate.  Employee agrees to accept such payments in
full  discharge  and  release of the  Corporation,  its  subsidiaries  and their
management,  of and from any and all  further  obligations  and  liabilities  to
Employee under Paragraph 4 hereof.

        7.  (a) The Corporation may in its sole discretion at any time terminate
Employee's employment under this Agreement, whether for cause or without cause.

            (b) In  the  event  of a  voluntary  termination  of  employment  by
Employee for "good  reason," or an  involuntary  termination  of  employment  of
Employee without cause,  Employee shall receive as soon as practicable following
such  termination  a lump sum  payment in cash  equal to the  greater of (A) the
present value of the salary that would have been payable under Paragraph 4 above
during  the  remainder  of the  term of this  Agreement  had  Employee  not been
terminated,  or (B) the  present  value of one year's  salary at the Annual Rate
then in  effect.  For  purposes  of this  Paragraph  7,  (i) all  present  value
calculations shall be determined using the short term applicable federal rate in
effect at the time of computation as determined by the Internal  Revenue Service
for purposes of Section  1274(d) of the Internal  Revenue  Code,  and (ii) "good
reason"  shall  mean  a  material   breach  of  this  Agreement   involving  the
Corporation's failure to pay compensation due under the terms of this Agreement.

               (c)  In  the  event  of an  involuntary  termination  for  cause,
Employee  shall be  entitled  to payments  under  Clause  7(b)(B) so long as the
conduct  giving  rise to such  termination  was not, in the  Corporation's  sole
judgment, willful.

               (d) In the event that Employee's  employment is terminated by the
Corporation  or the  Employee  for any  reason  other  than  those  set forth in
subparagraphs  (b)  and  (c)  above,  the  Corporation  shall  have  no  further
obligation to Employee hereunder.

               (e) Upon  termination  of Employee's  employment  for any reason,
Employee's  rights under all of the benefit  plans of the  Corporation  shall be
governed by the terms of such plans and not by the provisions of this Agreement.

               (f) By entering into this  Agreement,  Employee waives all rights
under the  Corporation's  Severance  Policy for so long as this  Agreement is in
effect.

               (g)  Notwithstanding  any  other  provisions  of this  Agreement,
Employee's obligations under Paragraphs 9 and 10 of this Agreement shall survive
the termination or expiration of this Agreement.

     8.  Any  notice  to be  given by  Employee  hereunder  shall be sent to the
Corporation  at its  offices,  3330  West  Friendly  Avenue,  Greensboro,  North
Carolina 274l0, and any notice from the Corporation to Employee shall be sent to
Employee at the address set forth under Employee's signature below. Either party
may change the address to which notices are to be sent by notifying the other in
writing of such changes in accordance with the terms hereof.

     9. Employee  expressly  agrees,  as further  consideration  hereof and as a
condition to the performance by the Corporation and its subsidiary  companies of
their  obligations  hereunder,  that while  employed by the  Corporation  or its
subsidiary companies and during a period of six months following  termination of
Employee's employment,  Employee will not directly or indirectly render advisory
services  to or become  employed  by or  participate  or engage in any  business
materially  competitive  with any of the businesses of the  Corporation  and its
subsidiary companies (Employee hereby acknowledging that Employee has had access
in  Employee's  executive  capacity  to  material  information  about all of the
Corporation's  businesses)  without the written consent of the Corporation first
had and obtained.

     10.  Employee  agrees  that,  both during and after  Employee's  employment
hereunder,  Employee will not disclose to any person unless  authorized to do so
by the Corporation,  any of the Corporation's trade secrets or other information
which is confidential or secret. Trade secrets or confidential information shall
mean  information  which has not been made  available by the  Corporation to the
public,  including  but  not  limited  to  business  plans,  product  or  market
development studies, plans or surveys; designs and patterns;  inventions, secret
processes  and  developments;  any cost data,  including  labor costs,  material
costs, and any data that is a factor in costs; price, source or utilization data
on raw materials, fibers, machinery, equipment and other manufacturing supplies;
technical  improvements,  designs,  procedures  and  methods  developed  by  the
Corporation;  any data  pertaining  to sales  volume by  location  or by product
category;  customer  lists;  production  methods  other than those  licensed  by
outside companies;  compensation  practices;  and profitability,  margins, asset
values, or other information relating to financial statements.

               Employee  acknowledges  that the disclosure of the  Corporation's
trade  secrets  or  confidential   information  to  unauthorized  persons  would
constitute  a clear  threat to the  business  of the  Corporation,  and that the
failure  of the  Employee  to abide by the  terms  of  Paragraphs  9 and 10 will
entitle the  Corporation to exercise any or all remedies  available to it in law
or equity,  including without limitation,  an injunction prohibiting a breach of
these provisions.

        IN  WITNESS  WHEREOF,   Burlington  Industries,  Inc.  has  caused  this
Agreement  to be  executed  in  its  corporate  name  by its  corporate  officer
thereunto duly authorized,  and Lynn L. Lane has hereunto set her hand and seal,
as of the day and year first above written.

                                                   BURLINGTON INDUSTRIES, INC.



                                                   By_________________________
                                                       Charles E. Peters, Jr.
                                                       Senior Vice President



                                                   _______________________(L.S.)
                                                   Lynn L. Lane