[EXECUTION COPY]










                          STOCKHOLDERS AGREEMENT


                       dated as of September 9, 1999


                                   among


                       AIP/CGI NB ACQUISITION CORP.

                           CONSOLTEX GROUP INC.,

                        LES GANTIERS HOLDING B.V.,

                           LES GANTIERS LIMITED,

                                    and

                             THE BIG SKY TRUST







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THIS  STOCKHOLDERS  AGREEMENT  (this  "AGREEMENT"), is made as of
September 9, 1999 among Consoltex Group Inc., a corporation  subject to the
laws of Canada (the "COMPANY"), AIP/CGI NB Acquisition Corp., a corporation
subject to the laws of New Brunswick ("AIP"), Les Gantiers Holding  B.V., a
company  subject  to  the  laws  of  the  Netherlands ("LGH"), Les Gantiers
Limited, a company incorporated under the laws  of  Jersey ("LGL"), and The
Big Sky Trust, a trust established under the laws of  the  Island of Jersey
(the "TRUST").

                           W I T N E S S E T H :

WHEREAS,  AIP and the Company are entering into a certain  letter agreement
of even date  herewith  (the "OFFER AGREEMENT") pursuant to which AIP will
agree, subject to the conditions  set  forth  therein,  to  make a tender
offer  for  all  of  the outstanding Subordinate Voting Shares (the
"TENDER OFFER"); and

WHEREAS, AIP requires,  as  a  condition  to its execution of the
Offer Agreement that it enter into this Agreement with  the  Company,  LGH,
LGL,  and  the  Trust,  and in light of the substantial direct and indirect
benefits that each expects to realize as a result of the Tender Offer, such
other persons desire to enter into this Agreement with AIP.

NOW, THEREFORE,  in  consideration  of  the  mutual covenants and
agreements herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

1. DEFINED TERMS.  As used in  this  Agreement,terms defined in the headings
   (i) and the recitals shall have their respective assigned meanings, and
   the following capitalized terms shall have the meanings ascribed to them
   below:

"AFFILIATE" means, with  respect  to  any  Person, any Person that directly
 or indirectly controls, is controlled by or  is  under common control
with,  such  Person.   For  purposes  of the foregoing definition,
"control" shall have the meaning specified in Rule 12b-2 under the Exchange
Act.

"AIP LOAN AGREEMENT" means the Loan  Agreement  to be entered into between
 LGH and AIP, dated as of the Closing Date.

"BOARD  OF  DIRECTORS"  means,  unless  the context otherwise
indicates, the Board of Directors of the Company, as the  same  shall  from
time to time be constituted.

"CAPITAL  EXPENDITURES"  means  all  expenditures (consistent
with past practice and established Company policy) for any capital or fixed
assets  or  improvements, or for replacements, substitutions  or  additions
thereto (including  the  principal portion of capitalized lease obligations
but excluding expenditures  which are fully expensed in the period incurred
in accordance with GAAP consistently applied).

"COATTAIL AGREEMENT"  means  the  Trust  Agreement made as of
March 22, 1993 among LGH, Richard H. Willett, Anne Elizabeth  Willett,  the
Company and Montreal Trust Company, as amended.

"CLAIRVEST  LOAN AGREEMENT" means that certain Loan Agreement
among LGH, LGL, RHW and Clairvest  Group  Inc., dated January 13, 1997, and
related security agreements, as amended.

"CHANGE OF CONTROL" means (a) a "change of control" under the
Credit Agreement or (b) a "change of control" under the Indenture; PROVIDED
that for purposes of Section 4.5(e)(ii) hereof, Change of Control shall not
include any event (i) resulting from Richard  H. Willett's gross negligence
or willful misconduct in the performance of his  duties  as  a  director or
officer  of  the Company or any of its Subsidiaries or (ii) resulting  from
actions taken  by  LGH,  LGL  or  the  Trust  in material violation of this
Agreement.

"CLOSING DATE" means the date the  Subordinate  Voting Shares
are taken up and paid for pursuant to the Tender Offer.

"COMPANY  OPTION"  means  the  option  issued by the Company,
granting AIP the right to purchase Subordinate Voting Shares of the Company
pursuant to that certain Option Agreement of even date herewith.

"COMPANY  SALE"  means  the  consummation of  a  transaction,
whether in a single transaction or in a series of related and substantially
contemporaneous  transactions,  with a Third Party  or  a  group  of  Third
Parties that are Affiliates of each  other  pursuant to which such party or
parties  (a)  acquire  (whether by merger, consolidation,  or  transfer  or
issuance of capital stock  or  otherwise)  capital stock of the Company (or
any  surviving or resulting corporation) possessing  the  voting  power  to
elect  a  majority  of  the  board  of  directors  of  the Company (or such
surviving or resulting corporation) or (b) acquire assets  constituting all
or substantially all of the assets of the Company and its Subsidiaries  (as
determined on a consolidated basis).

"CREDIT  AGREEMENT"  means  the Credit Agreement, dated March
19, 1996 among the Company, certain of its  subsidiaries,  National Bank of
Canada and NationsBank, National Association and the other lenders  thereto
from time to time, as amended, restated or supplemented.

"DEFAULT"  means  (a)  an  event  of default under the Credit
Agreement, (b) an event of default under the Indenture,  (c) the occurrence
of  a  Change of Control or (d) gross negligence or willful  misconduct  by
Richard  H.  Willett  in  the  performance  of  his duties as a director or
officer of the Company or any of its Subsidiaries  which  continues uncured
after a period of 30 days following written notice thereof from the Company
to Richard H. Willett.




<PAGE>


"EXCHANGE  ACT"  means the United States Securities  Exchange
Act  of  1934,  as  amended,  and the  rules  and  regulations  promulgated
thereunder, as the same may be amended from time to time.

"GAAP" means generally  accepted  accounting  principles  set
forth in the opinions and pronouncements of the Accounting Principles Board
of  the  American  Institute of Certified Public Accountants and statements
and pronouncements of  the  Financial Accounting Standards Board or in such
other  statements  by  such  other  entity  as  have  been  approved  by  a
significant segment of the accounting profession.

"GOVERNMENTAL AUTHORITY"  means any nation or government, any
state or other political subdivision thereof,  and  any  entity  exercising
executive, legislative, judicial, regulatory or administrative functions of
or pertaining to government.

"GUARANTY  AGREEMENT" means the Guaranty Agreement, in  favor
of Les Gantiers Holding, B.V.,  dated  as  of  the date hereof, of American
Industrial Partners Capital Fund II, L.P.

"INDEBTEDNESS" means, with respect  to  any  Person,  (a) any
indebtedness for borrowed money or issued in substitution for  or  exchange
of  indebtedness for borrowed money, (b) any indebtedness evidenced by  any
note,  bond,  debenture  or other debt instrument, (c) any indebtedness for
the deferred purchase price of property or services with respect to which a
Person is liable, contingently or otherwise, as obligor or otherwise (other
than current trade payables  and  other current liabilities incurred in the
ordinary course of business), (d) any  commitment by which a Person assures
a  creditor  against loss (including contingent  reimbursement  obligations
with respect to  letters of credit), (e) any obligations for which a Person
is obligated pursuant  to a guaranty, (f) any obligations under capitalized
leases with respect to which a Person is liable, contingently or otherwise,
as obligor, guarantor or  otherwise, or with respect to which obligations a
Person assures a creditor against  loss,  (g) any indebtedness secured by a
Lien  on  a  Person's  assets,  and  (h)  net  obligations   under  hedging
arrangements designed to protect a Person against fluctuations  in interest
rates, currency exchange rates or commodity prices.

"INDENTURE"  means  the Indenture, dated as of September  30,
1993,  among  the Company, certain of  its  subsidiaries  and  First  Trust
National Association, as Trustee.

"LIENS"   means  any  mortgage,  pledge,  security  interest,
encumbrance, lien or charge of any kind (including, without limitation, any
conditional sale or other  title retention agreement or lease in the nature
thereof), any sale of receivables  with  recourse  against the Company, any
Subsidiary or any Affiliate, any filing or agreement  to  file  a financing
statement  as  debtor  under the Uniform Commercial Code, personal property
legislation  in  Canada or  any  similar  statute  other  than  to  reflect
ownership by a third  party  of  property  leased  to  the  Company  or any
Subsidiaries under a lease which is not in the nature of a conditional sale
or title retention agreement, or any subordination arrangement in favor  of
another Person (other than any subordination arising in the ordinary course
of business).

"LOAN  PURCHASE  AGREEMENT"  means that certain Loan Purchase
Agreement among AIP, Clairvest Group Inc., certain  other  parties  and the
Company, dated as of the date hereof.

"MANAGEMENT SERVICES AGREEMENT" means the Management Services
Agreement attached hereto as Exhibit 1 to be executed on the Closing Date.

"LOCK-UP AGREEMENT" means the Lock-up Agreement, dated  as of
the date hereof, between AIP and Clairvest Group Inc.

"MULTIPLE VOTING SHARES" means the Multiple Voting Shares  in
the capital of the Company.

"OPTION AGREEMENT" means the Option Agreement, dated the date
hereof, between AIP and the Company.

"OPTION  COMMENCEMENT  DATE"  means the first to occur of (i)
the  consummation of the transactions contemplated  by  the  Loan  Purchase
Agreement and the Tender Offer and (ii) a Triggering Event.

"OPTION  EXPIRY DATE" means the earliest of: (i) 5 days after
Securities are taken up  under,  or  the  effective date of, an Acquisition
Proposal (as defined in the Offer Agreement),  (ii)  the  day the Offer (as
defined in the Offer Agreement) expires and the conditions thereto have not
been waived or satisfied or the day the Offer is withdrawn  and  (iii)  255
days after the date of this Agreement.

"OPTION  SHARES"  means,  prior  to  the  Termination  of the
Coattail  Agreement,   3,140,000  Subordinate Voting Shares issued upon the
conversion of 3,140,000 Multiple Voting  Shares  held by LGH as of the date
of  this  Agreement,  and from and after the termination  of  the  Coattail
Agreement, means 3,140,000 Multiple Voting Shares held by LGH.

"ORGANIC  CHANGE" means any recapitalization, reorganization,
reclassification, consolidation, merger, statutory arrangement, sale of all
or substantially all of the  Company's assets or other transaction, in each
case which is effected in such  a  way  that  the holders of Securities are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for such Securities.

"PERMITTED  INDEBTEDNESS" means (i)  outstanding  and  unpaid
principal and interest under  the  Credit Agreement and the Indenture, (ii)
Indebtedness  arising  from  guarantees   of  the  Company  in  respect  of
obligations of its Subsidiaries for the purchases  of  raw materials in the
ordinary course of business and (iii) other Indebtedness of the Company and
its Subsidiaries not exceeding an aggregate principal amount  of $5 million
outstanding  at any time on a consolidated basis.


"PERMITTED LIENS"  means (a) liens securing obligations under
the Credit Agreement; (b) liens on  property  of  a  Person existing at the
time  such  Person  is  amalgamated, merged into or consolidated  with  the
Company  or any of its Subsidiaries;  PROVIDED  that  such  liens  were  in
existence  prior  to  the  contemplation  of  such  amalgamation, merger or
consolidation; (c) liens on property existing at the  time  of  acquisition
thereof by the Company or any of its Subsidiaries; PROVIDED that such liens
were in existence prior to the contemplation of such acquisition; (d) liens
to secure the performance of statutory obligations, surety or appeal bonds,
performance  bonds  or other obligations of a like nature incurred  in  the
ordinary course of business;  (e)  liens  existing  on  the  date  of  this
Agreement;  (f)  liens  for  taxes,  assessments or governmental charges or
claims that are not yet delinquent or  that  are  being  contested  in good
faith   by  appropriate  proceedings  promptly  instituted  and  diligently
concluded;  PROVIDED  that  any  reserve  or other appropriate provision as
shall be required in conformity with GAAP shall  have  been  made therefor;
and (g) liens incurred in the ordinary course of business of the Company or
any of its Subsidiaries with respect to obligations that do not  exceed  $5
million  at  any  one  time  outstanding  and  that (i) are not incurred in
connection  with  the borrowing of money or the obtaining  of  advances  or
credit (other than  trade  credit  in  the ordinary course of business) and
(ii) do not in the aggregate materially  detract  from  the  value  of  the
property  or materially impair the use thereof in the operation of business
by the Company or any of its Subsidiaries.

"PERSON"  means  any  individual,  corporation,  partnership,
trust,  joint  stock  company,  business trust, unincorporated association,
joint  venture,  Governmental Authority  or  other  entity  of  any  nature
whatsoever.

"REQUIRED   HOLDERS"   means  holders  of  Voting  Securities
possessing at least two-thirds (2/3) of  the  voting  power  of  all Voting
Securities then outstanding.

"SECURITIES" means Subordinate Voting Shares, Multiple Voting
Shares or other capital stock or equity securities of the Company,  whether
outstanding on the date hereof or hereafter issued.

"SET-OFF AMOUNT" means C$13.4 million increasing at a rate of
10.5%  per  annum  from the date hereof (computed on the basis of a 360-day
year and the actual number of days elapsed to the Option Closing Date).

"STOCKHOLDERS" means AIP and LGH.

"SUBSIDIARY"   means,   with   respect  to  any  Person,  any
corporation, partnership, association or other  business  entity  of  which
more  than  fifty  percent  (50%)  of  the  total voting power of shares of
capital  stock  entitled  (without  regard  to  the   occurrence   of   any
contingency)  to  vote  in  the election of directors, managers or trustees
thereof, or more than fifty percent  (50%)  of the equity interest therein,
is at the time owned or controlled, directly  or indirectly, by such Person
or one or more of the other Subsidiaries of such  Person  or  a combination
thereof.

"SUBORDINATE  VOTING  SHARES"  means  the Subordinate  Voting
Shares in the capital of the Company.

"THIRD PARTY" means any Person other than  the  Company,  the
Stockholders  the  other  parties  to  this  Agreement  and  any trustee or
beneficiary of the Trust and all such Person's Affiliates.

"TRANSACTION   AGREEMENTS"   means  the  Management  Services
Agreement, the Company Option and the Guaranty.

"TRANSFER"    means   any   transfer,    sale,    assignment,
distribution,   exchange,  mortgage,   pledge,   hypothecation   or   other
disposition of any Securities or any interest therein (including a transfer
of the voting power  of  such  Securities  by  proxy,  voting  agreement or
otherwise).

"TRIGGERING EVENT" means the date on which AIP is entitled to
receive the Cash Compensation Amount (as defined in the Offer Agreement).

"VOTING  SECURITIES"  means any Securities entitled  (without
regard to the occurrence of any contingency)  to  vote  in  the election of
directors.

1.2  OTHER  DEFINITIONAL PROVISIONS; INTERPRETATION

        The words "hereof","herein", and "hereunder" and words  of  similar
        import  when used in this Agreement shall refer to this Agreement
        as a whole and not to any  particular  provision of this Agreement,
        and  Section, Subsection, Schedule and Exhibit references  are  to
        this Agreement unless otherwise specified.

(b)  The headings in this Agreement are  included  for convenience of reference
     only  and shall not limit or otherwise affect the meaning orinterpretation
     of this Agreement.

(c) The meanings  given  to  terms  defined  herein shall be equally applicable
    to both the singular and plural forms of such terms.

SECTION 2. REPRESENTATIONS AND WARRANTIES.

2.1   REPRESENTATIONS   AND   WARRANTIES   OF   THE COMPANY.
       The Company hereby represents and warrants to the Stockholders that:

(a) it is a  corporation  duly  incorporated, organized, validly
    existing and in good standing under the laws of Canada, it has
    full power and authority to execute, deliver and performthis
    Agreement and to consummate the transactions contemplated hereby,
    and the execution, delivery and performance by it of this Agreement
    and  the consummation of the transactions contemplated hereby have
    been duly authorized by all necessary corporate and stockholder action;

(b) this  Agreement  has  been  duly  and  validly executed and delivered by
    the Company  and constitutes a legal and binding obligation of the Company,
    enforceable  against  the Company in accordance with its  terms, subject
    to  bankruptcy,  insolvency,   fraudulent transfer, reorganization,
    moratorium and similar laws of general applicability relating to or
    affecting  creditors' rights and to general principles of equity; and

(c) the execution, delivery and  performance  by the Company of this
    Agreement  and  the  performance  by  the  Company  of  its obligations
    hereunder will not, with or without the giving of notice or lapse
    of time, or both (i) violate any provision of law,  statute, rule
    or  regulation to which the Company is subject, (ii) violate  any
    order,  judgment  or  decree  applicable  to the Company or (iii)
    conflict with, or result in a breach or default  under,  any term
    or  condition  of the Company's articles of incorporation or
    by-laws or any agreement  or  instrument  to  which the Company is
    a party or by which it is bound.

2.2   REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each Stockholder
(as to itself only) represents and warrants to the  Company  and  the
other Stockholder that:

(a)  this  Agreement  has  been  duly  and  validly executed and delivered
     by such Stockholder and this Agreement constitutes a legal and binding
     obligation of  such  Stockholder, enforceable against such Stockholder
     in  accordance with its  terms,  subject  to  bankruptcy,  insolvency,
     fraudulent  transfer,  reorganization,  moratorium and similar laws of
     general applicability relating to or affecting  creditors'  rights and
     to general principles of equity; and

(b) the execution, delivery and performance by such Stockholder of this
     Agreement  and  the  performance by such Stockholder of its obligations
     hereunder will not, with  or  without the giving of notice or lapse of
     time,  or both (i) violate any provision  of  law,  statute,  rule  or
     regulation  to  which  such  Stockholder  is subject, (ii) violate any
     order,  judgment or decree applicable to such  Stockholder,  or  (iii)
     conflict  with,  or  result  in a breach or default under, any term or
     condition  of  any  agreement  or   other  instrument  to  which  such
     Stockholder is a party or by which such Stockholder is bound.

2.3  REPRESENTATIONS  AND  WARRANTIES  OF  LGH  AND LGL.

(a)  LGH represents and warrants to AIP that:

    (i) LGH  is  the legal and beneficial owner of and has good title to
        3,140,000 Multiple Voting Shares, free  and  clear  of any Liens
       (other than  Liens  incurred in connection with the  Loan  Purchase
        Agreement, the  Coattail  Agreement  and  the Clairvest Loan
        Agreement); and

   (ii) no event has occurred prior  to  the  date hereof (or, as  a  result
        of actions taken prior to the date hereof, is required to occur) that
        would, when given effect, either by itself or  in  conjunction  with
        the transactions contemplated  by  the  Offer  Agreement, cause a
        Change  of Control.

(b) LGL represents and warrants to AIP that:

    (i) LGL is the legal  and  beneficial owner of all of the issued and
        outstanding capital stock of LGH;

    (ii) no event has occurred prior  to  the  date hereof (or, as a result
         of actions taken prior to the date hereof, is required to occur)
         that would, when given effect, either by itself  or  in  conjunction
         with the transactions contemplated  by  the  Offer Agreement,
         cause  a  Change  of  Control; and

   (iii) the execution, delivery and performance by LGL of this Agreement
         and  the  performance of its obligations hereunder will not,
         with or without  the  giving  of notice or lapse of time, or
         both (A) violate any provision  of  law,  statute,  rule  or
         regulation  to  which LGL is subject, (B) violate any order,
         judgment or decree  applicable  to LGL or (C) conflict with,
         or  result  in  a  breach  or default  under,  any  term  or
         condition of any agreement or  other instrument to which LGL
         is a party or by which it is bound; and

   (iv)  this Agreement  has  been  duly  and validly  executed  and
         delivered  by  LGL, and this Agreement constitutes a legal
         and binding obligation of LGL, enforceable  against  LGL  in
         accordance with its terms, subject to bankruptcy,  insolvency,
         fraudulent  transfer, reorganization,  moratorium  and  similar
         laws of general applicability relating to or affecting creditors'
         rights and to general principles of equity; and

(c)      the Trust represents and warrants to AIP that:
    (i)  the Trust is the legal and beneficial  owner of
         all of the issued and outstanding capital stock of LGL;

   (ii) the  "Willett Family" (as defined in section 3.3.3(a) of the
        Company's restated articles of incorporation (the "ARTICLES") is
        the  beneficial  owner  (as  defined in section 3.3.3(b) of the
        Articles) of Multiple Voting  Shares and Subordinate Voting Shares
        having attached thereto 50% or more of the votes attaching to all
        of the Multiple Voting Shares and Subordinate  Voting  Shares
        outstanding as of the date hereof;

  (iii) no event has occurred  prior  to  the  date hereof (or, as a result
        of actions taken prior to the date hereof, is required to occur)
        that would, when given effect,either by itself or in conjunction
        with  the transactions contemplated  by  the  Offer  Agreement,
        cause a Change of Control; and

   (iv) the execution, delivery  and  performance  by
        the  Trust  of  this  Agreement  and  the performance of its
        obligations hereunder will not, with or  without  the giving
        of  notice  or  lapse  of  time,  or  both  (A)  violate any
        provision  of law, statute, rule or regulation to which  the
        Trust is subject,  (B) violate any order, judgment or decree
        applicable to the Trust or (C) conflict with, or result in a
        breach  or default under,  any  term  or  condition  of  any
        agreement  or other instrument to which the Trust is a party
        or by which it is bound;

    (v) this  Agreement  has  been  duly  and validly
        executed  and  delivered  by  the  Trust, and this
        Agreement constitutes a legal and binding obligation  of the
        Trust, enforceable against the Trust in accordance with  its
        terms,   subject   to   bankruptcy,  insolvency,  fraudulent
        transfer, reorganization,  moratorium  and  similar  laws of
        general  applicability  relating  to or affecting creditors'
        rights and to general principles of equity.

SECTION 3. CORPORATE GOVERNANCE.

3.1  BOARD OF DIRECTORS>.   (a)  Subject  to Sections 3.1(b) and 3.1(e),
each Stockholder  hereby  agrees to vote all of the  Voting Securities
owned or held of record by such Stockholder  and  to take all  other
necessary stockholder action so as to elect and to continue in office
a  Board  of  Directors  and  board  of  directors of each of the
Subsidiaries of the Company (to the extent permitted  by  applicable  local
law)  consisting  of  five members, of which (i) three (3) members shall be
qualified designees of  LGH  and  (ii)  two  (2) members shall be qualified
designees of AIP.  LGH agrees to use its best  efforts to nominate, remove,
and replace its designees to the Board of Directors  so that its designees,
consistent with their fiduciary duties, are directors  who  effectively and
efficiently manage the operations of the Company.

(b) Prior to the Closing Date, the Company shall deliver to AIP (i) the
resignations provided for in Section 3.1(i) of  the  Lock-up Agreement and
the resignations of Paul Bamatter, William L. Holt and  Henry
Winterstern  (the  "RESIGNATIONS")  and  (ii)  unanimous  resolutions  (the
"RESOLUTIONS") of the Board of Directors appointing James Turner and Sharon
Pel as designees of LGH and Kim A. Marvin and Kevin Morris as designees  of
AIP; PROVIDED, HOWEVER, that the Resignations and Resolutions shall only be
effective as of the Closing Date.  In addition, the Company shall cause one
of  its  Subsidiaries  to  execute the Management Services Agreement on the
Closing Date.

(c) Subject to Section 3.1(e), if AIP or LGH shall notify the
other Stockholders of its desire  to  remove,  with  or  without cause, any
director of the Company previously designated by it, each Stockholder shall
vote  all  of  the  Voting  Securities  owned  or  held of record  by  such
Stockholder and to take all other necessary stockholder  action  so  as  to
cause the removal of  such director.

(d)  Subject to Section 3.1(e), if any director designated by
AIP or LGH ceases to  serve on the Board of Directors (whether by reason of
death, resignation, removal  or  otherwise), the Stockholder who designated
such director shall be entitled to designate a successor director qualified
to fill the vacancy created thereby.   Each  Stockholder agrees to vote all
of the Voting Securities owned or held of record by such Stockholder and to
take  all  such other necessary stockholder action  so  as  to  cause  such
designee to be elected or appointed as a director.

(e)  Upon  the  occurrence  and  during  the continuance of a
Default, AIP may, by written notice given to LGH, require LGH to remove any
one of its designees from the Board of Directors as AIP  directs  and elect
any qualified person that AIP designates as a replacement director to serve
as  AIP's designee for the continuation of such Default and LGH shall  vote
all of  the  Voting Securities owned or held of record by it and shall take
all other necessary  stockholder  action  so as to cause the removal of its
designee  from,  and  the  election  of AIP's designee  to,  the  Board  of
Directors in such circumstance.

(f)  The Board of Directors  shall meet (i) at any time requested
in writing by Stockholders holding a majority  of  the  Subordinate  Voting
Shares  then outstanding (provided that such notice is given at least three
business  days  prior  to the date of the meeting proposed in such notice),
and (ii) in any event not less frequently than quarterly.

(g)  The consent  of  at least one of the directors designated by
AIP  shall  be required for the Board  of  Directors  to  take  any  action
regarding:

(i) the approval or rejection of the annual budget or business plan of
    the Company and its Subsidiaries;
(ii) the  hiring,  promotion, demotion,  retention  or termination of any
officer or senior manager of the Company or any of its Subsidiaries; and

(iii) amendments to the Company's by-laws.

(h) No individual who is an officer, director, partner or the
holder  of 5% or more of the voting equity of any competitor of the Company
or any of  its  Subsidiaries  shall  serve  as  a director unless the other
Stockholder consent thereto.

3.2 BOARD COMMITTEES.. (a) Subject  to the general  oversight  and authority
 of the full Board of Directors, the Board
of Directors may establish,  empower  and maintain such Board committees as
the Board of Directors deems necessary  or  desirable,  and  the  Board  of
Directors  shall  establish  and  maintain  a compensation committee and an
audit committee.  AIP and LGH shall be entitled  to  representation on each
of  the  committees  of  the  Board  of  Directors proportionate  to  their
representation  on  the Board of Directors;  PROVIDED  that  AIP  shall  be
entitled to designate  a  majority  of  the  members  of  the  compensation
committee and audit committee.

 (b)  No  action by any committee of the Board of Directors  shall
be valid unless taken  at  a  meeting  for which three business days' prior
notice has been duly given or waived by  the  members  of  such  committee.
Such notice shall include a brief description of the general nature  of the
business  to be transacted at the meeting.  Any committee member unable  to
participate  in  person  at  any  meeting shall be given the opportunity to
participate by telephone.  Each of  the committees established by the Board
of Directors pursuant to this Section  3.2 shall establish such other rules
and procedures for its operation and governance as it shall see fit and may
seek such consultation and advice as to  matters  within  its purview as it
shall require.

3.3  FINANCIAL STATEMENTS AND OTHER INFORMATION.
The Company shall deliver to AIP:

(a)  as soon as available but in any event within twenty-one days
after the  end  of  each  monthly  accounting  period  in each fiscal year,
unaudited  consolidating  and  consolidated statements of income  and  cash
flows of the Company and its Subsidiaries  for  such monthly period and for
the period from the beginning of the fiscal year  to the end of such month,
and unaudited consolidating and consolidated balance  sheets of the Company
and its Subsidiaries as of the end of such monthly period, setting forth in
each  case  comparisons  to  the  Company's  annual  budget  and   to   the
corresponding  period in the preceding fiscal year, and all such statements
shall be prepared in accordance with GAAP, consistently applied, subject to
the absence of footnote  disclosures and to normal year-end adjustments and
shall be certified by the Company's chief financial officer;

(b)  within sixty  days  after  the  end  of  each  fiscal  year,
consolidating  and  consolidated statements of income and cash flows of the
Company and its Subsidiaries  for  such  fiscal year, and consolidating and
consolidated balance sheets of the Company  and  its Subsidiaries as of the
end  of  such fiscal year, setting forth in each case  comparisons  to  the
Company's  annual  budget and to the preceding fiscal year, all prepared in
accordance with GAAP, consistently applied, and accompanied by with respect
to  the  consolidated  portions  of  such  statements,  an  opinion  of  an
independent  accounting  firm  of  recognized  national  standing  that  is
unqualified  with  respect  to the scope of such firm's examination and the
Company's status as a going concern;

(c)  prior to the beginning of each fiscal year, an annual budget
prepared on a monthly basis for  the  Company and its Subsidiaries for such
fiscal year (displaying anticipated statements of income and cash flows and
balance  sheets),  and  promptly  upon  preparation   thereof   any   other
significant  forecasts  prepared  by  the Company and any revisions of such
annual or other forecasts;

(d)  promptly (but in any event  within five business days) after
the  discovery  or  receipt  of notice of any default  under  any  material
agreement to which it or any of  its  Subsidiaries  is a party or any other
material adverse change, event or circumstance affecting the Company or any
Subsidiary  (including,  without  limitation, the filing  of  any  material
litigation against the Company or any  Subsidiary  or  the existence of any
dispute  with  any  Person which involves a reasonable likelihood  of  such
litigation being commenced), an officer's certificate specifying the nature
and period of existence  thereof  and  what  actions  the  Company  and its
Subsidiaries have taken and propose to take with respect thereto; and

(e)  with  reasonable  promptness,  such  other  information  and
financial  data  concerning  the Company and its Subsidiaries as any Person
entitled to receive information  under  this  Section  3.3  may  reasonably
request.

3.4  AFFIRMATIVE  COVENANTS. (a) The Company  shall
cause Consoltex (USA) Inc. to enter  into the Management Services Agreement
in the form attached hereto as Exhibit 1.

(b)The Company shall, and cause each Subsidiary to:(a) at all times cause to
be done all things necessary to maintain, preserve and renew  its corporate
existence  and all material licenses, authorizations and permits  necessary
to the conduct  of  its  businesses;  (b)  maintain  and  keep its material
properties in good repair, working order and condition, and  from  time  to
time make all necessary or desirable repairs, renewals and replacements, so
that  its  businesses  may  be properly and advantageously conducted in all
material respects at all times;  (c)  pay  and  discharge  when payable all
taxes, assessments and governmental charges imposed upon its  properties or
upon the income or profits therefrom (in each case before the same  becomes
delinquent  and  before penalties accrue thereon) and all claims for labor,
materials or supplies  which  if unpaid would by law become a Lien upon any
of its property unless and to the  extent that the same are being contested
in  good faith and by appropriate proceedings  and  adequate  reserves  (as
determined  in  accordance  with  generally accepted accounting principles,
consistently  applied) have been established  on  its  books  with  respect
thereto; (d) comply  with all applicable laws, rules and regulations of all
governmental authorities; (e) apply for and continue in force with good and
responsible insurance  companies  adequate insurance covering risks of such
types and in such amounts as are customary for corporations of similar size
engaged in similar lines of business;  and  (f)  maintain  proper  books of
record  and  account  which  present  fairly  in  all material respects its
financial condition and results of operations and make  provisions  on  its
financial  statements  for  all  such  proper  reserves as in each case are
required  in  accordance  with  generally  accepted accounting  principles,
consistently applied.

3.5  NEGATIVE  COVENANTS. Except   as  otherwise
required by the terms of this Agreement, without the prior written  consent
of the Required Holders, the Company shall not, and shall not cause, permit
or suffer any of its Subsidiaries to, directly or indirectly, do any of the
following:

(a)  authorize,  issue  or  sell  any  capital  stock  or  equity
securities   or   any   securities   convertible  into  or  exercisable  or
exchangeable for any class or series of  capital  stock,  of the Company or
any Subsidiary of the Company (other than the issuance of shares of capital
stock to the Company or any Subsidiary of the Company by any  Subsidiary of
the  Company  or  the issuance of shares of capital stock pursuant  to  the
exercise of the Company  Option or other options outstanding as of the date
hereof);


(b)  declare or  pay  dividends  or make any distributions on, or
redeem or otherwise acquire any shares of any  class  or  series of capital
stock  or  equity  securities  of the Company (other than pursuant  to  the
Company Option);

(c)  effect   a   reclassification,    combination,   split,   or
subdivision of any of the capital stock of the Company or any Subsidiary of
the Company;

(d)  amend the articles of incorporation or bylaws (or equivalent
governing  documents)  of  the Company or any Subsidiary  of  the  Company,
except as provided in this Agreement;


(e)  adopt  any plan  or  proposal  for  a  complete  or  partial
liquidation or dissolution  of the Company or any Subsidiary of the Company
or any reorganization or recapitalization  of  the  Company or commence any
case, proceeding or action seeking relief under any existing or future laws
relating to bankruptcy, insolvency, conservatorship or  relief  of  debtors
with respect to the Company or any Subsidiary of the Company;

(f)  engage  in, or enter into, any lines of business other  than
the lines of business which  the Company and its Subsidiaries are presently
engaged in;

(g)  change the fiscal  year  of the Company or make any material
change  in  accounting  policies  or  procedures  of  the  Company  or  any
Subsidiary  of  the  Company  unless  required   under  generally  accepted
accounting principles in effect in the country in  which the Company or any
of its Subsidiaries is located or change the fiscal year of the Company;


(h)  create, incur, assume or suffer to exist any  Indebtedness (other
than Permitted Indebtedness);

(i)  create  or suffer to exist any Liens (other  than  Permitted
Liens);

(j)  adopt any  stock  option,  restricted stock or other
equity-based compensation plan or increase any compensation or benefits
(including any salary, bonuses and other forms of current or deferred
compensation) of any director, officer or senior manager (except  as
required by agreements in force as of the date of this Agreement);

(k)  enter  into,  amend,  modify  or supplement  or  permit  any
Subsidiary  to  enter  into,  amend,  modify or supplement  any  agreement,
transaction, commitment or arrangement  with  an  Affiliate (other than any
Subsidiary  of  the Company and other than as contemplated  by  the  Tender
Offer and the Transaction  Agreements)  or any entity in which an Affiliate
has  an  interest  as  a director, officer, employee  or  greater  than  5%
stockholder or interest through a family relationship;

(l)  acquire any  assets  or business, other than acquisitions of
inventory  inputs,  fixed  assets and other  similar  acquisitions  in  the
ordinary course of business;

(m)  enter into any  merger, consolidation, business combination,
joint venture or other material corporate transaction;

(n)  establish or acquire  any  Subsidiaries that are not
wholly-owned by the Company or any Subsidiaries;

(o)  make or commit to make (whether  in  one  transaction  or  a
series of transactions) Capital Expenditures in excess of amounts set forth
in the annual budget approved by the Board of Directors;

(p)  sell,  assign,  transfer, convey or otherwise dispose of any
assets, securities or businesses  (other  than  sales of inventory or other
dispositions of assets in the ordinary course of business);

(q)  amend or modify any provision of the  Credit  Agreement, the
Indenture  or  any  contract  disclosed  on  Schedule  6(j)  of the Company
Disclosure Letter (as defined in the Offer Agreement);

(r)  repay,  repurchase  or  redeem  the  notes issued under  the
Indenture; and

(s) enter  into  any  agreement,   commitment  or
arrangement (other than the Credit Agreement or the Indenture)  that  would
limit the ability of the Company or any of its Subsidiaries to make payment
pursuant to the Management Services Agreement.

3.6 ARTICLES OF INCORPORATION AND BY-LAWS.

(a)  Immediately  following  the  Closing  Date, the Stockholders
shall  take  or cause to be taken all necessary corporate  and  stockholder
action to cause  section  3.3.3  of  the  Company's  Restated  Articles  of
Incorporation to be amended to read as follows:

"On the date as the Willett Family (as hereinafter defined) cease to be the
beneficial   owners   in  the  aggregate  of  Multiple  Voting  Shares  and
Subordinate Voting Shares  having attached thereto 50% or more of the votes
attaching to all Multiple Voting  Shares and Subordinate Voting Shares then
outstanding, the Multiple Voting Shares  will  automatically  be  converted
into a like number of Subordinate Voting Shares."

(b)  The Company and the Stockholders shall take or cause  to  be
taken all necessary corporate and stockholder action to ensure at all times
that  the  Company's  Articles of Incorporation and By-Laws are not, at any
time, inconsistent with  the  provisions of this Agreement and contain such
provisions as are necessary to  give  effect to the provisions contained in
this Section 3, including, without limitation,  taking  any  action  to (i)
obviate  the  requirement  that  the  Board  of Directors be comprised of a
majority of Canadian residents (ii) ensure that  the Multiple Voting Shares
represent  51%  of  the  voting  power of the Voting Securities  and  (iii)
provide the Multiple Voting Shares  with  a  liquidation preference of $4.3
million.

SECTION 4. TRANSFERS RESTRICTIONS; OPTION ON LGH SECURITIES.

4.1   TRANSFER, CONVERSION OR VOTING OF MULTIPLE VOTING SHARES.

(a)  LGH, LGL  and  the  Trust  each hereby agree, subject to the
rights  of Clairvest Group Inc. under the Clairvest  Loan  Agreement,  that
each of them  will not, without the prior written consent of AIP, which AIP
may grant or withhold  in  its  sole  discretion, except as required by the
terms of this Agreement, (i) directly or indirectly Transfer, or permit the
Transfer of, as the case may be, any Securities,  (ii)  except  as required
hereunder and by the Articles of Incorporation of the Company, convert,  or
permit  the  conversion  of, as the case may be, any of the Multiple Voting
Shares LGH owns into Subordinate Voting Shares or (iii) until AIP has taken
up Subordinate Voting Shares  under  the  Offer  (as  defined  in the Offer
Agreement)  or  withdrawn  the  Offer,  exercise  the voting rights of  the
Multiple Voting Shares in respect of any amalgamation,  merger, sale of the
Company's  assets,  take-over  bid,  plan  of  arrangement, reorganization,
recapitalization, shareholder rights plan, liquidation or winding up of, or
reverse  take-over or other business combination  or  similar  transactions
involving the Company or any of its Subsidiaries.


(b)  LGH,  LGL  and the Trust each agree that immediately prior to the
Option Closing (as defined  below) LGH, LGL and the Trust each will, at the
written request of AIP, convert  or  cause  LGH to convert, as the case may
be,  all  of  the  Multiple  Voting  Shares LGH holds  at  such  time  into
Subordinate Voting Shares.

4.2 EFFECT OF VOID TRANSFERS  OR CONVERSIONS.  In the
event of any purported Transfer of any Securities,  or purported conversion
of Multiple Voting Shares into Subordinate Voting Shares,   in violation of
the  provisions  of  this Agreement, such purported Transfer or  conversion
shall be void and of no  effect  and  the  Company shall not give effect to
such Transfer or conversion.

4.3   LEGEND   ON  SECURITIES. Each certificate representing Securities
issued  to any Stockholder shall bear the following legend:

     "THE SECURITIES REPRESENTED  BY  THIS  CERTIFICATE  ARE  SUBJECT  TO A
     STOCKHOLDERS  AGREEMENT AMONG CONSOLTEX GROUP INC. (THE "COMPANY") AND
     CERTAIN OTHER PARTIES.  A  COPY OF WHICH IS ON FILE WITH THE SECRETARY
     OF THE COMPANY.  NO TRANSFER,  SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION
     OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
     MAY  BE  MADE  EXCEPT  IN  ACCORDANCE  WITH  THE  PROVISIONS  OF  SUCH
     STOCKHOLDERS AGREEMENT.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE
     OF THIS CERTIFICATE, AGREES  TO  BE  BOUND BY ALL OF THE PROVISIONS OF
     SUCH STOCKHOLDERS AGREEMENT, INCLUDING  RESTRICTIONS  RELATING  TO THE
     TRANSFERABILITY OF, AND THE EXERCISE OF ANY VOTING RIGHTS GRANTED  BY,
     THE SECURITIES."

4.4  TRANSFERS  OF  INTERESTS  IN  LGH. LGL and the Trust each agree,
subject to the rights of Clairvest  Group  Inc. under the Clairvest Loan
Agreement  and  except  for  a  transfer  pursuant to  the provisions
of  this Agreement, that without the prior written  consent  of AIP,
which AIP may  grant  or  withhold in its sole discretion, neither LGL
nor the Trust shall Transfer, or  permit  the  Transfer of, as the case may
be, any interest in or any asset of LGH, or except  as  required hereunder,
take any action, or cause LGL or the Trust to take any action,  that would,
by itself or in conjunction with the transactions contemplated by the Offer
Agreement, cause a Change of Control.

4.5 OPTION TO PURCHASE LGH SECURITIES.

(a)  LGH   hereby  grants  to  AIP  an  irrevocable  option  (the
"OPTION")  to  purchase   during   the   period  beginning  on  the  Option
Commencement Date and ending on October 1,  2003  (the  "EXERCISE PERIOD"),
subject to the terms of this Agreement, all, but not less  than all, of the
Option Shares at a price per share in cash equal to C$5.60 (or such greater
amount offered for the Subordinate Voting Shares by AIP), increasing  in an
amount  equal  to  10.5% per annum (computed on the basis of a 360-day year
and the actual number  of  days  elapsed from the date hereof to the Option
Closing  Date) (the "OPTION PRICE"),  subject  to  adjustment  as  provided
below; provided  that, prior to the Closing Date, AIP can only exercise the
Option in connection  with  the consummation of an Acquisition Proposal (as
defined in the Offer Agreement) that includes the purchase of the Clairvest
Loan Agreement on the terms set  forth  therein  and  the  purchase  by the
Person  making  such  Acquisition Proposal of the Subordinate Voting Shares
held by Clairvest Group  Inc.  and its direct or indirect subsidiaries.  In
no event will the Option be exercisable  unless  at  the Option Closing AIP
purchases  the Subordinate Voting Shares of Clairvest Group  Inc.  and  its
subsidiaries  and  purchases  the  Clairvest Loan Agreement pursuant to the
terms of the Loan Purchase Agreement.


(b)  Any time during the Exercise  Period, AIP may exercise the Option
by delivering an irrevocable written notice  (the date of which is referred
to  in  this Agreement as the "NOTICE DATE"), (i)  stating  that  AIP  will
acquire the  Option  Shares from LGH at the Option Price and subject to the
other terms and conditions  set forth in this Agreement and (ii) specifying
a  place  and date (the "OPTION  CLOSING  DATE")  not  earlier  than  three
business days  nor later than 20 business days from the Notice Date for the
consummation of  such  purchase  (the  "OPTION CLOSING"); PROVIDED that the
Option Closing Date may be deferred at the  election of AIP so that AIP may
obtain any regulatory approvals necessary for its acquisition of the Option
Shares.

(c)  At  the  Option  Closing,  (i) AIP  shall  pay  to  LGH  the
aggregate purchase price for the Option Shares  purchased  pursuant  to the
exercise  of  the  Option  LESS the Set-off Amount in immediately available
funds by a wire transfer to  a bank account designated by LGH, and (ii) LGH
shall sell, assign and transfer  the  Option  Shares  to  AIP  free  of all
claims,  liens,  encumbrances,  security  interests  and adverse claims and
shall  deliver  to  AIP,  if  not  previously  delivered, a certificate  or
certificates representing the Option Shares purchased  by  AIP  endorsed in
blank  or  accompanied  by  stock  powers  executed in blank with signature
guarantees, all in form and substance satisfactory to AIP.

(d)  If the Company at any time after  the date of this Agreement
subdivides  (by  any  stock  split,  stock  dividend,  recapitalization  or
otherwise) its outstanding Multiple Voting Shares into a  greater number of
shares,  the  Option Price in effect immediately prior to such  subdivision
shall be proportionately reduced and the number of Option Shares obtainable
upon exercise of  the  Option  shall  be proportionately increased.  If the
Company at any time after the date of this  Agreement  combines (by reverse
stock split or otherwise) its outstanding shares of Multiple  Voting Shares
into  a  smaller  number  of shares, the Option Price in effect immediately
prior to such combination shall be proportionately increased and the number
of  Option  Shares  obtainable   upon  exercise  of  the  Option  shall  be
proportionately decreased.  Prior to the consummation of any Organic Change
after  the  date of this Agreement,  the  Company  shall  make  appropriate
provision (in  form  and  substance satisfactory to AIP) to insure that AIP
shall thereafter have the right  to  acquire  and  receive,  in  lieu of or
addition  to (as the case may be) the Option Shares immediately theretofore
acquirable  and  receivable upon the exercise of the Option, such shares of
stock, securities  or assets as may be issued or payable with respect to or
in  exchange  for the  number  of  Option  Shares  immediately  theretofore
acquirable and  receivable  upon  exercise  of  the Option had such Organic
Change  not  taken  place.   In  any  such  case,  the Company  shall  make
appropriate  provision  (in form and substance satisfactory  to  AIP)  with
respect to such holders' rights and interests to insure that the provisions
of  this  Section 4.5(d) shall  thereafter  be  applicable  to  the  Option
(including,  in the case of any such consolidation, merger or sale in which
the successor  entity  or  purchasing  entity is other than the Company, an
immediate adjustment of the Option Price  to  the  value for the Securities
reflected  by  the  terms  of such consolidation, merger  or  sale,  and  a
corresponding  immediate  adjustment   in   the  number  of  Option  Shares
acquirable and receivable upon exercise of the  Option,  if  the  value  so
reflected is less than the Option Price in effect immediately prior to such
consolidation, merger or sale).

(e)  Any  time  after the Closing Date, upon (i) the consummation
of  a  Company Sale, (ii) a Change  of  Control  or  (iii)  the  repayment,
repurchase  or  redemption  of  the  notes  issued under the Indenture, AIP
agrees to exercise the Option immediately prior  to the consummation of the
transactions described in clause (i) and (iii) of  this  Section 4.5(e) and
immediately upon a Change of Control.

SECTION 5. MISCELLANEOUS

5.1  EFFECTIVENESS  AND  TERMINATION.    Except  for
Sections 2, 3.1(b), 4.1(a) and 4.4, all of which shall come into effect and
be  effective  from  the date hereof and Section 4.5 which shall come  into
effect on the Option Commencement  Date,  all  rights and obligations under
this Agreement shall come into effect on the Closing  Date.   If the Option
Commencement Date has not occurred and there is no Closing Date  within  10
days  after  Expiry  Time  (as  defined  in the Offer Agreement), then this
Agreement shall terminate on the tenth day  after  the Expiry Time.  If the
Option Commencement Date occurs prior to the Expiry  Time  and  there is no
Closing  Date  prior  to the Option Expiry Date, then this Agreement  shall
terminate on the Option  Expiry  Date.  If  a  Closing  Date  occurs,  this
Agreement  shall terminate on the first to occur of (a) October 1, 2003 and
(b) the date  on  which  AIP  exercises  its  rights to purchase the Option
Shares pursuant to Section 4.5.  No termination  shall  relieve  any  party
hereto  from  (i)  liability  for any breach of this Agreement and (ii) any
obligation arising pursuant to Section 4.5 of this Agreement.

5.2 ADDITIONAL SECURITIES SUBJECT TO AGREEMENT.  Each
Stockholder  agrees that any other  Securities  which  it  shall  hereafter
acquire by means  of  a stock split, stock dividend, distribution, exercise
of stock options, or otherwise  shall  be subject to the provisions of this
Agreement to the same extent as if held on the date hereof.

5.3 INJUNCTIVE RELIEF.   The Stockholders acknowledge
and agree that a violation of any of the terms of this Agreement will cause
the Stockholders irreparable injury for which adequate remedy at law is not
available.   Accordingly,  it  is  agreed that each  Stockholder  shall  be
entitled to an injunction, restraining  order  or other equitable relief to
prevent  breaches  of  the  provisions  of this Agreement  and  to  enforce
specifically the terms and provisions hereof  in  any  court  of  competent
jurisdiction in the United States or any state thereof, in addition  to any
other remedy to which they may be entitled at law or in equity.

5.4  OTHER  AGREEMENTS.   During  the  term  of this
Agreement, none of the Company or any of the Stockholders shall enter  into
any  stockholder agreement or other arrangement of any kind with any Person
with respect to any Securities which is inconsistent with the provisions of
this Agreement  or  which  may  impair  its  ability  to  comply  with this
Agreement.

5.5  AMENDMENTS.  This Agreement may be amended  only
by a written instrument signed by the Company and each of the Stockholders.

5.6 SUCCESSORS.   The  provisions  of this Agreement
shall be binding upon and shall inure to the benefit of the  parties hereto
and their respective successors, each of which shall agree, in a writing in
form  and  substance  satisfactory to the Company and the Stockholders,  to
become a party hereto and  be  bound  to  the same extent as its transferor
hereby.

5.7 NOTICES.  All notices, requests and demands to or
upon  the respective parties hereto to be effective  shall  be  in  writing
(including  by  telecopy), and, unless otherwise expressly provided herein,
shall be deemed to  have been duly given or made when delivered by hand, or
when delivered by a recognized  courier or, in the case of telecopy notice,
when transmitted (provided that an  appropriate  confirmation is received),
addressed as follows to the parties hereto, or to such other address as may
be hereafter notified by the respective parties hereto:

               if to AIP, to:

               AIP/CGI NB Acquisition Corp.
               c/o American Industrial Partners
               One Maritime Plaza
               Suite 2525
               San Francisco, California 94111
               Attention:  Kim A. Marvin
               Telecopy:  (415) 788-5302

               with a copy to:

               Kirkland & Ellis
               655 Fifteenth Street, N.W.
               12{th} Floor
               Washington, D.C.  20005
               Attention: Michael T. Edsall
               Telecopy:  (202) 879-5200

               if to the Company, to:

               Consoltex Group Inc.
               c/o Consoltex (USA) Inc.
               1040 Avenue of the Americas
               6{th} Floor
               New York, New York 10018
               Attention:  Paul Bamatter
               Telecopy:   (212) 596-0483

               with a copy to:

               Osler, Hoskin & Harcourt
               280 Park Avenue, 30W
               New York, New York  10017
               Attention:  John Stevens
               Telecopy:  (212) 867-5802

               and, prior to the Closing Date, with a copy to:

               Goodman Phillips & Vineberg
               1501 McGill College
               26{th} Floor
               Montreal, Canada H3A 3N9
               Attention:   Sidney Horn
               Telecopy:   (514) 841-6499

5.8 INTEGRATION.  This Agreement, the Offer Agreement
and the documents referred to herein or delivered  pursuant  hereto contain
the entire understanding of the parties with respect to the subject  matter
hereof  and thereof.  There are no agreements, representations, warranties,
covenants  or  undertakings  with  respect to the subject matter hereof and
thereof other than those expressly set  forth  herein  and  therein.   This
Agreement  and  the  Offer  Agreement  supersede  all  prior agreements and
understandings between the parties with respect to such subject matter.

5.9 SEVERABILITY.  If one or more  of the provisions,
paragraphs, words, clauses, phrases or sentences contained  herein,  or the
application  thereof  in  any  circumstances,  is  held invalid, illegal or
unenforceable  in  any respect for any reason, the validity,  legality  and
enforceability of any  such  provision,  paragraph, word, clause, phrase or
sentence  in  every  other  respect  and  of  the   remaining   provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any
way  impaired, it being intended that all rights, powers and privileges  of
the parties  hereto shall be enforceable to the fullest extent permitted by
law.

5.10 COUNTERPARTS.  This Agreement may be executed in
two or more counterparts, and by different parties on separate counterparts
each of which  shall  be  deemed  an  original,  but  all  of  which  shall
constitute one and the same instrument.

5.11 GOVERNING LAW.  This Agreement shall be governed
by  and  construed and enforced in accordance with the laws of the Province
of Ontario and the laws of Canada.

5.12  JURISDICTION.   Any  action  to enforce, which
arises  out  of  or  in any way relates to, any of the provisions  of  this
Agreement may be brought  and  prosecuted  in  such court or courts located
within the State of New York as provided by law; and the parties consent to
the jurisdiction of such court or courts located  within  the  State of New
York  and  to  service  of  process  by  registered  mail,  return  receipt
requested, or by any other manner provided by New York law.


[END OF PAGE]
[SIGNATURE PAGE FOLLOWS]




<PAGE>


          IN  WITNESS  WHEREOF,  each  of the undersigned has executed this
Agreement or caused this Agreement to be  executed  on its behalf as of the
date first written above.

AIP/CGI NB ACQUISITION CORP.


By:____________________________________
   Name: Kim A. Marvin
   Title:   President


CONSOLTEX GROUP INC.


By:____________________________________
   Name:
   Title:


LES GANTIERS HOLDING B.V.


By:____________________________________
   Name:
   Title:


LES GANTIERS LIMITED


By: ____________________________________
   Name:
   Title:


 ____________________________________
      Witnessed by:

____________________________________
Patrick Flinn Cubitt Sowden, as Trustee
for The Big Sky Trust

<PAGE>