**Exhibit 10.2**

**CONSULTING AGREEMENT**

TheUndersigned:

1                              **POLYMER GROUP, INC**, a publiccompany, organised under the laws of the State of Delaware, United States ofAmerica, having its principle office at 4055 Faber Place Drive, Suite 201,North Charleston, South Carolina 29405, United States of America, hereafter tobe referred to as: the “Company”, for this matter duly represented by JamesSchaeffer, its Chief Executive Officer.

and

2                              **MR R. ALTDORF,** domiciled at Kleve(4190), Germany, at the Hirschpfuhl 20, hereafter to be referred to as: “theConsultant”.

Hereafter together to be referred to as: “the Parties”

**WHEREAS:**

·                              theCompany is in need of the services of a consultant;

·                              theConsultant is able and agrees to render such services to the Company, for whichpurposes he will make himself available to the Company;

·                              theParties vis-à-vis do not intend *de jure* nor *de facto* to conclude or create an employment relationshipbetween the Company and the Consultant;

**HAVE AGREEDAS FOLLOWS:**

**Section 1: Assignment**

1.1                     Thisconsulting agreement (“the Consulting Agreement”) will enter into effect onJuly 1, 2006 and will be concluded for three years. The Consulting Agreementwill therefore end automatically on June 30, 2009, without any notice beingrequired. The Consulting Agreement may be extended for subsequent one yearperiods by mutual agreement.

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1.2                     TheConsultant will offer strategic and other advice on a general as-needed basisand with regard to special projects. The specific content of his function andduties for each special project will be discussed and mutually agreed in allreasonableness.

1.3                     TheConsultant will ensure the Company that he will perform his tasks and duties tothe best of his abilities and in accordance with the Company’s requirements andthe applicable law.

1.4                     TheConsultant will make himself available for the above-mentioned assignment for150 days during the three year period mentioned under 1.1. The Company willstrive to engage the Consultant in a similar number of days per year.  One day shall equal 8 hours of work during a24 hour day.  To the extent Consultantworks less than 8 hours during a 24 hour day, Consultant will aggregate histime over multiple days until 8 hours (i.e., 1 day) have been achieved.  To the extent Consultant works more than 8hours during a 24 hour day, Consultant will aggregate such additional timeuntil another 8 hours (i.e., 1 day) has been achieved.  For avoidance of doubt, it is possible forConsultant to receive credit for up to 3 days of work in a 24 hour day (i.e., 3x 8 = 24).  The Consultant shall submit arecord of his time to the Company no less than each calendar quarter during theterm.

**Section 2: Termination**

2.1                     Thisagreement cannot be terminated before June 30, 2009, unless provided for inthis agreement.

2.2                     Notwithstandingthe above, the Company can terminate, by written notification, the ConsultingAgreement with immediate effect without the obligation to pay any form ofcompensation, in the event the Consultant:

-                                filesfor bankruptcy or is declared bankrupt;

-                                appliesfor suspension of payment by a court’s decision and/or in the event that suchsuspension of payment is granted;

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-                                isin material default or negligence in the performance of the obligations of thisagreement.

-                                isguilty of embezzlement;

-                                isguilty of misappropriation of corporate funds or other material acts ofdishonesty;

-                                isengaged in any activity of that could harm the business or reputation of theCompany;

-                                violatesany statutory, material, contractual or legal duty or obligation to theCompany.

2.3                     Notwithstandingthe above, the Consultant can terminate, by written notification, theConsulting Agreement with immediate effect in case the Company:

-                                filesfor bankruptcy or is declared bankrupt;

-                                appliesfor suspension of payment by a court’s decision and/or in the event that suchsuspension of payment is granted;

-                                isin material default or negligence in the performance of the obligations of thisagreement.

In case of such atermination, the Company agrees to pay Consultant within 10 days the remainingfixed monthly fee due from the date of termination to the end of the contractterm.

**Section 3: Fee and expenses**

3.1                     Inconsideration for the consultancy services rendered by the Consultant to theCompany the latter will pay the former a fixed monthly fee of € 5,312.50,excluding VAT.  For every day the 150 daymaximum as mentioned under 1.4 is exceeded, the Company will pay the Consultanta fixed daily fee of € 1,275, excluding VAT. No fees are due from the date theConsultant has not been able, for whatever reason (e.g. illness or disability),to perform his work under this Consulting Agreement for a period of 30 days;provided, every reasonable effort will be made to allow Consultant to make upany time missed.

3.2                     TheCompany shall reimburse the reasonable and pre-approved travel andout-of-pocket expenses incurred by the Consultant in the performance of hisconsulting activities.****Travel will bedone in accordance with the Company’s policies as they exist from time-to-timeand as they apply to vice presidents of the Company.

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3.3                     TheConsultant shall invoice the Company every month. The Company shall pay theseinvoices within 10 days after the invoice date. This invoice has to be faxed tothe attention of the CEO of the Company.

**Section 4: Confidentiality and disclosure**

4.1                     TheConsultant must at all times both during and after the term of this consultancyagreement observe secrecy with respect to the terms and conditions of theConsulting Agreement and with respect to all matters coming to the knowledge ofthe Consultant during the performance of his consulting activities as well aswith respect to all trade secrets and confidential information of the Companyor its affiliates or received by the Company, unless such matters are of naturerequiring legal communication required to third parties and prior reasonablenotice of such disclosure is given to the Company.

4.2                     Itis prohibited for the Consultant to have books, correspondence, notes,drawings, calculations, and other documents of which the confidential charactercan be assumed or copies or drawings thereof, and that belong to the Company,to have in his private possession, or to show to third parties or to put at thedisposal without prior written approval of the Company.

4.3                     Allsuch correspondence, notes, drawings, calculations etc. even if they are put atthe disposal of the Consultant or were personally addressed and sent to theConsultant, have to be returned at first request or at the termination of theConsulting Agreement, together with all other Company property that theConsultant possesses or controls.

**Section 5: Non-competition**

Withoutthe prior written consent of the Company, the Consultant will not during theduration of the Consulting Agreement and during a period of one year aftertermination of the Consulting Agreement, work directly or indirectly with orfor a company or group or individual(s), that wholly or partially are engagedin the same business as the Company and/or its affiliated companies, whereverin the world.

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**Section 6: Non-solicitation**

Theconsultant will not during the duration of the Consulting Agreement and duringa period of one year after the termination of the Consulting Agreement withoutthe prior written consent of the Company, either alone or jointly with others,or as employee, advisor, manager, consultant or agent of any person or entity,directly or indirectly, solicit the employment of any person who is, or has atany time during the two years preceding the termination date been, an employee,vendor or customer of the Company and/or any of its affiliated companies.

**Section 7: Intellectual and industrial propertyrights**

7.1                     AllIntellectual and Industrial property rights resulting from the consultingactivities carried out by the Consultant pursuant to the Consulting Agreementshall become and remain the property of the Company. Insofar as theIntellectual and Industrial property rights are not vested in the Company byoperation of law, the Consultant herewith transfers to the Company allIntellectual and Industrial property rights resulting from his consultingactivities. The Consultant waives his moral rights to which the may beentitled.

7.2                     TheCompany warrants that the fee mentioned under section 3 includes reasonablecompensation for the fact that Intellectual and Industrial property rights willvest in the Company and that Consultant will not be entitled to any furthercompensation.

**Section 8: Miscellaneous**

8.1                     TheConsultant will hold the Company harmless from any possible claim with respectto the existence of an employment agreement, in the event this agreement willbe considered as such by any relevant government, public authority or court.

8.2                     Nomodification, variation or amendment to this agreement shall be effectiveunless such modification, variation or amendment is in writing and has beensigned by or on behalf of both parties.

8.3                     Thisagreement is not assignable by Consultant without the express written consentof the Company, which consent may be withheld in its sole discretion.  This agreement is freely assignable by theCompany to any affiliated entity.  Thisagreement is binding on each party’s successors and permitted assignees.

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8.4                     Thisagreement contains the entire understanding between the Company and theConsultant and therefore supersedes any previous (oral and written) agreements.

8.5                     Thisagreement shall be exclusively governed by and shall be interpreted by the lawsof the State of Delaware, United States of America.

8.6                     Ifany stipulation or paragraph of the Consulting Agreement will be declared nulland void, this will not affect the validity of the rest of the agreement. TheCompany and The Consultant will consult with each other regarding thestipulations, which are not valid in order to agree upon a new stipulation thatcorresponds as much as possible with the essence of the original stipulation.

Thusagreed and signed in duplicate, each party acknowledging having received onecopy, on the 8th day of May, 2006.
| /s/                               | /s/             |
|-----------------------------------|-----------------|
|                              |            |
| James Schaeffer                   | Mr Rolf Altdorf |
|                              |            |
| On behalf of  Polymer Group, Inc. |            |

 

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