AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
                       AND OTHER LOAN DOCUMENTS

     THIS  AMENDMENT  NO.  1  TO  AMENDED AND RESTATED CREDIT AGREEMENT AND
OTHER LOAN DOCUMENTS (this "Agreement")  is made and entered into effective
as of the 3rd day of January, 2000 among each  of  CONSOLTEX  INC. formerly
known  as Consoltex Group Inc., a corporation continued under the  laws  of
New Brunswick  having its principal place of business on the date hereof in
Ville Saint-Laurent, Qu<e'>bec, Canada ("Consoltex Group"), CONSOLTEX (USA)
INC., a New York  corporation  ("Consoltex USA"), THE BALSON-HERCULES GROUP
LTD.,  a  Rhode  Island corporation  ("Balson-Hercules"),  LINQ  INDUSTRIAL
FABRICS, INC., a Delaware  corporation ("LINQ", and together with Consoltex
Group,  Consoltex  and  Balson-Hercules,  the  "Term  B  Guarantors"),  and
CONSOLTEX MEXICO, S.A. DE  C.V., a Mexican corporation ("Consoltex Mexico")
(Consoltex  Group, Consoltex,  Consoltex  USA,  Balson-Hercules,  LINQ  and
Consoltex Mexico are collectively referred to herein as the "Borrowers" );

RAFYTEK, S.A. DE C.V., a Mexican corporation ("Rafytek"), RAFYTICA, S.A., a
Costa Rican corporation  ("Rafytica"),  VERA  PAK,  S.A. DE C.V., a Mexican
corporation  ("Vera  Pak"),  MARINO TECHNOLOGIES INCORPORATED,  a  Delaware
corporation  ("Marino"),  ROYALTON   MEXICANA  S.A.  DE  C.V.,   a  Mexican
corporation ("Royalton"), VEST COMPANY  VESTCO  S.A.  DE  C.V.,  a  Mexican
corporation ("Vestco") and  MARINO TECHNOLOGIES DE MEXICO, S.A. DE C.V.,  a
Mexican   corporation   ("Marino   Mexico")   (the   Borrowers,   Consoltex
International,  Rafytek,  Rafytica,  Vera  Pak,  Marino, Walpole, Royalton,
Vestco  and  Marino  Mexico  are collectively referred  to  herein  as  the
"Guarantors" and individually referred to as a "Guarantor");

NATIONAL BANK OF CANADA, a bank  governed  by the Bank Act (Canada), having
its head office in Montr<e'>al, Qu<e'>bec, Canada,  in  its  capacity  as a
Lender  ("NBC"),  BANK  OF  AMERICA,  N.A.,  a national banking association
organized  and  existing under the laws of the United  States,  having  its
principal  office  in  Charlotte,  North  Carolina,  U.S.A.,  successor  in
interest to NationsBank, National Association,  in its capacity as a Lender
("Bank of America"),  and  EACH  OTHER  FINANCIAL INSTITUTION EXECUTING AND
DELIVERING  A SIGNATURE PAGE HERETO and each  other  financial  institution
which may hereafter  execute  and  deliver an instrument of assignment with
respect to the Credit Agreement, as  defined below, pursuant to SECTION 3.8
OR 14.1 thereof (hereinafter NBC, Bank  of America and such other financial
institutions may be referred to individually  as a "Lender" or collectively
as the "Lenders"), NATIONAL BANK OF CANADA, in  its  capacity  as agent for
the  Canadian  Facilities Lenders (as defined in the Credit Agreement)  (in
such capacity, or  any  successor agent appointed to serve in such capacity
in accordance with the terms  of  SECTION 13.9 of the Credit Agreement, the
"Canadian Agent"), and BANK OF AMERICA,  N.A.,  successor  in  interest  to
NationsBank,  National  Association,  in its capacity as agent for the U.S.
Facilities Lenders (as defined in the Credit  Agreement) (in such capacity,
or any successor agent appointed to serve in such  capacity  in  accordance
with the terms of SECTION 13.9 of the Credit Agreement, the "US Agent"  and
together with the Canadian Agent, the "Agents"), and BANK OF AMERICA, N.A.,
successor  in  interest  to  NationsBank,  National Association, a national
banking association organized and existing under  the  laws  of  the United
States,  having  its  principal  office  in  Charlotte, North Carolina,  as
Collateral Agent (in such capacity, the "US Collateral Agent").

                           W I T N E S S E T H:

     WHEREAS, the Borrowers, the Guarantors, the  Lenders  and  the  Agents
have  entered into that certain Amended and Restated Credit Agreement dated
as  of  October   25,  1999  (as  from  time  to  time  hereafter  amended,
supplemented, modified  or  amended  and restated, the "Credit Agreement"),
pursuant to which the Lenders have agreed  to  make certain Advances to the
Borrowers; and

     WHEREAS,  the Borrowers, Consoltex International,  Inc.,  a  New  York
corporation ("Consoltex  International"), Rafytek, Rafytica, and the Agents
have entered into a Guaranty  Agreement  dated  as  of  March 19, 1996 (the
"Initial Guaranty"), Vera Pak, the Agents and Desjardins  Trust  Inc.  have
entered  into  a Guaranty Agreement dated as of May 31, 1996 (the "Vera Pak
Guaranty") and Marino,  Walpole Inc., a New Jersey corporation ("Walpole"),
Royalton, Vestco, Marino  Mexico, the Agents and Desjardins Trust Inc. have
entered into a Guaranty Agreement  dated  as of October 22, 1999 (the "1999
Guaranty" and together with the Initial Guaranty and the Vera Pak Guaranty,
the  "Guaranty  Agreements"),  pursuant to which  Guaranty  Agreements  the
Guarantors  have  guaranteed payment  of  the  Borrowers'  Liabilities  (as
defined in each respective Guaranty Agreement); and

     WHEREAS, the Borrowers  (except  for  Consoltex  Mexico),  and  the US
Collateral  Agent  have entered into a Security Agreement dated as of March
19, 1996 (the  "1996  Security  Agreement")  and Marino, Walpole and the US
Collateral  Agent   have  entered into a Security  Agreement  dated  as  of
October 22, 1999 (the "1999 Security Agreement", and together with the 1996
Security Agreement, the "Security Agreements"); and

     WHEREAS, the Borrowers  (except  for  Consoltex  Mexico)  and  the  US
Collateral  Agent  have  entered into an Assignment of Patents, Trademarks,
Service  Marks  and  Copyrights  dated  as  of  March  19,  1996  (the  "IP
Assignment"); and

     WHEREAS, the Borrowers  have  informed  the  Agents, the US Collateral
Agent, the Canadian Collateral Trustee and the Lenders  that  the following
has  occurred:  (i)  Consoltex Group has acquired all property, rights  and
assets and has assumed  all debts, liabilities and obligations of Consoltex
Inc., a corporation incorporated  under the laws of Qu<e'>bec ("Consoltex")
and Consoltex will be dissolved, (ii)  Consoltex Group has changed its name
to Consoltex Inc., (iii) Consoltex International  has  been merged with and
into Balson-Hercules and (iv) Walpole has been merged with  and into Marino
(collectively, the "Reorganization"); and

     WHEREAS, the Borrowers and the Guarantors have requested  that certain
of  the  schedules  and  exhibits  to  the  Credit  Agreement, the Security
Agreements and the IP Assignment be amended in the manner  set forth herein
in  order  to reflect more accurately the data set forth therein  upon  the
effectiveness of the Reorganization and the US Collateral Agent, the Agents
and the Lenders are willing to agree to such amendments;

     NOW, THEREFORE,  in  consideration  of  the  mutual  covenants and the
fulfillment  of  the  conditions  set forth herein, the parties  hereto  do
hereby agree as follows:

     1.   DEFINITIONS.   Any  capitalized   terms   used   herein   without
definition shall have the meaning set forth in the Credit Agreement.

     2.   AMENDMENTS  TO AND RESTATEMENTS OF TERMS OF THE CREDIT AGREEMENT.
Subject to the terms and  conditions set forth herein, the Credit Agreement
is hereby amended as follows:

          (a)  SECTIONS 11.8(B)(I)  of  the Credit Agreement is amended and
restated in its entirety as follows:

          "(i) any subsidiary of any Borrower  may  merge  or transfer
          all  or  substantially all of its assets into or consolidate
          with such  Borrower  or  any wholly owned Subsidiary of such
          Borrower which is a Borrower  or  a  Fully Secured Guarantor
          (as hereinafter defined),"

          (b)  SCHEDULES 6.3, 9.4, 9.9, 9.15, 9.15(A),  9.17, 11.4(G), 11.5
AND 11.7 of the Credit Agreement are hereby amended and restated  in  their
entirety as set forth in EXHIBIT A attached hereto.

     3.   AMENDMENT OF EXHIBITS TO 1996 SECURITY AGREEMENT.  Subject to the
terms  and  conditions  set  forth  herein,  the 1996 Security Agreement is
hereby amended to amend and restate the Exhibits  in  their entirety as set
forth in Exhibit B attached hereto.

     4.   AMENDMENT OF EXHIBITS TO 1999 SECURITY AGREEMENT.  Subject to the
terms  and  conditions  set  forth herein, the 1999 Security  Agreement  is
hereby amended to amend and restate  the  Exhibits in their entirety as set
forth in Exhibit C attached hereto.

     5.   AMENDMENT OF EXHIBITS TO IP ASSIGNMENT.  Subject to the terms and
conditions set forth herein, the IP Assignment  is  hereby amended to amend
and  restate  the  Exhibits  in their entirety as set forth  in  Exhibit  D
attached hereto.

     6.   CONSENT OF GUARANTORS.   Each of the Guarantors has joined in the
execution of this Amendment solely for  the  purposes  of consenting hereto
and for the further purpose of confirming its guaranty of  the  Obligations
of the Borrowers pursuant to the Guaranty Agreement to which such Guarantor
is  party,  and  each  such  Guarantor, together with each Borrower in  its
capacity as a Guarantor under  the Initial Guaranty, does hereby so consent
hereto and confirm such guaranty.

     7.   REPRESENTATIONS AND WARRANTIES.   In  order  to induce the Agents
and  the  Lenders  to  enter  into  this Agreement, the Borrowers  and  the
Guarantors represent and warrant to the Agents and the Lenders as follows:

          (a) The representations and  warranties  made by each Borrower or
     Guarantor in ARTICLE IX of the Credit Agreement  and  in  each  of the
     other  Loan  Documents to which it is a party are true and correct  in
     all material respects  on  and  as  of  the date hereof, except to the
     extent that such representations and warranties expressly relate to an
     earlier date;

          (b) There has been no material adverse  change  in the condition,
     financial or otherwise, of the Borrowers and their Subsidiaries, taken
     as a whole, since the date of the most recent financial reports of the
     Borrowers received by each Agent and the Lenders under SECTION 10.1 of
     the Credit Agreement; and

          (c) No Default or Event of Default has occurred and is continuing
     and no Acceleration Event has occurred.

     8.   ENTIRE  AGREEMENT.  This Agreement, together with  all  the  Loan
Documents (collectively,  the  "Relevant Documents"), sets forth the entire
understanding  and agreement of the  parties  hereto  in  relation  to  the
subject matter hereof  and supersedes any prior negotiations and agreements
among the parties relative  to such subject matter.  No promise, condition,
representation or warranty, express  or implied, not herein set forth shall
bind any party hereto, and not one of  them has relied on any such promise,
condition,  representation  or  warranty.    Each  of  the  parties  hereto
acknowledges that, except as otherwise expressly  stated  in  the  Relevant
Documents,  no  representations,  warranties  or  commitments,  express  or
implied,  have  been  made by any party to the other.  None of the terms or
conditions of this Agreement  may  be changed, modified, waived or canceled
orally or otherwise, except as permitted  pursuant  to  SECTION 14.6 of the
Credit Agreement.

     9.   FULL   FORCE   AND   EFFECT  OF  AGREEMENT.   Except  as   hereby
specifically amended, modified or  supplemented,  the  Credit Agreement and
all other Loan Documents are hereby confirmed and ratified  in all respects
by  each  party  hereto  and  shall be and remain in full force and  effect
according to their respective terms.   Each  Guarantor  hereby acknowledges
and  agrees  to  the  amendments  of  the  Credit  Agreement, the  Security
Agreements and the IP Assignment set forth herein and  hereby  confirms and
ratifies in all respects the Guaranty Agreement to which such Guarantor  is
a  party  and  enforceability  of  such  Guaranty  Agreement  against  such
Guarantor in accordance with its terms.

     10.  COUNTERPARTS.   This  Agreement  may be executed in any number of
counterparts, each of which shall be deemed  an  original  as  against  any
party  whose  signature  appears  thereon,  and all of which shall together
constitute one and the same instrument.

     11.  GOVERNING LAW.  This Agreement shall  in all respects be governed
by, and construed in accordance with, the laws of the state of New York.

     12.  ENFORCEABILITY.  Should any one or more of the provisions of this
Agreement be determined to be illegal or unenforceable as to one or more of
the  parties  hereto,  all  other  provisions  nevertheless   shall  remain
effective and binding on the parties hereto.

     13.  REFERENCES.  All references in any of the Loan Documents  to  the
"Credit  Agreement",  "Security Agreement" and the "Assignment of  Patents,
Trademarks, Service Marks  and Copyrights" shall mean the Credit Agreement,
the Security Agreements and  the  IP  Assignment,  respectively, as amended
hereby.  All references in any of the Loan Documents  to  "NationsBank" and
to "NationsBank, National Association" shall be amended hereby  to refer to
"Bank of America" and "Bank of America, N.A.", respectively.

     14.  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of each of the Borrowers, the Guarantors, the Lenders,
the  Agents,  the  U.S.  Collateral  Agent and their respective successors,
assigns and legal representatives; PROVIDED,  however,  that  the Borrowers
and the Guarantors, without the prior consent of the Agents, may not assign
any rights, powers, duties or obligations hereunder.

     15.  EXPENSES.   Borrowers agree to pay to the Agents and the  Lenders
all reasonable out-of-pocket  expenses  incurred  or  arising in connection
with the negotiation and preparation of this Agreement.

     16.  CONDITIONS  PRECEDENT.   The effectiveness of this  Agreement  is
subject  to  the  receipt by the Agents  of  the  following,  in  form  and
substance satisfactory  to them:  (i) executed originals of this Agreement;
(ii)  amendments  to UCC Financing  Statements  as  requested  by  the   US
Collateral  Agent;  and   (iii)   copies   of  all  additional  agreements,
instruments and documents which the Lenders  may  reasonably  request, such
documents,  when  appropriate,  to be certified by appropriate governmental
authorities.





                           Signature Page 1 of 6


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the
day and year first above written.

                         BORROWERS:

                         CONSOLTEX INC. formerly known
                         as Consoltex Group Inc., as Borrower and Guarantor

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:


                         CONSOLTEX (USA) INC., as
                         Borrower and Guarantor

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:


                         THE BALSON-HERCULES GROUP LTD., as
                              Borrower and Guarantor

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:


                         LINQ INDUSTRIAL FABRICS, INC.,
                         as Borrower and Guarantor

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:


                         CONSOLTEX MEXICO, S.A. de
                          C.V., as  Borrower and Guarantor

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:





<PAGE>



                         AGENTS:

                         NATIONAL BANK OF CANADA,
                         as Canadian Agent

                         By:
                         Name:
                         Title:


                         BANK OF AMERICA, N.A.,
                          as US Agent and U.S. Collateral Agent

                         By:
                         Name:
                         Title:


                         LENDERS:

                         NATIONAL BANK OF CANADA

                         By:
                         Name:
                         Title:


                              BANK OF AMERICA, N.A.

                         By:
                         Name:
                         Title:





<PAGE>


                         NATIONAL BANK OF CANADA, U.S. DIVISION

                         By:
                         Name:
                         Title:


                         THE BANK OF NOVA SCOTIA

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:


                         THE BANK OF NOVA SCOTIA

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:


                         FLEET BUSINESS CREDIT
                         CORPORATION (successor to Sanwa Business
                         Credit Corp. and BankBoston, N.A.)

                         By:
                         Name:
                         Title:






<PAGE>


                         GUARANTORS:


                         RAFYTEK, S.A. de C.V., as Guarantor

                         By:
                         Name:
                         Title:


                         RAFYTICA, S.A., as Guarantor

                         By:
                         Name:
                         Title:


                         VERA PAK, S.A. de C.V., as Guarantor

                         By:
                         Name:
                         Title:


                         MARINO TECHNOLOGIES INC.,  as Guarantor

                         By:
                         Name:
                         Title:


                         ROYALTON MEXICANA, S.A. DE C.V.,  as Guarantor

                         By:
                         Name:
                         Title:


                         VEST COMPANY VESTCO, S.A. DE
                         C.V., as Guarantor

                         By:
                         Name:
                         Title:


                         MARINO TECHNOLOGIES DE MEXICO,
                         S.A. DE C.V.,  as Guarantor


                         By:
                         Name:
                         Title:






                                 A-1


<PAGE>


                                 EXHIBIT A

                       SCHEDULES TO CREDIT AGREEMENT





Doc. No. 320619               B-1


<PAGE>


                                 EXHIBIT B

                   SCHEDULES TO 1996 SECURITY AGREEMENT





Doc. No. 320619               C-1


<PAGE>


                                 EXHIBIT C

                   SCHEDULES TO 1999 SECURITY AGREEMENT





Doc. No. 320619               G-3-1


<PAGE>


                                 EXHIBIT D

                        SCHEDULES TO IP ASSIGNMENT






Doc. No. 320619               G-3-1

<PAGE>