CANADA
PROVINCE OF NEW BRUNSWICK
BUSINESS CORPORATIONS ACT
CERTIFICATE OF CONTINUANCE

Name of Corporation
CONSOLTEX GROUP INC. - GROUPE CONSOLTEX INC.

Corporation Number
510854

I HEREBY CERTIFY that the Articles of the above-mentioned
corporation was continued under Section 126 of the Business


Director
Date of Continuance December 16, 1999

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NEW BRUNSWICK

NEW BRUNSWICK
BUSINESS CORPORATINS ACT
FORM 7
ARTICLE OF CONTINUANCE
(SECTION 126)

1- Name of Corporation:
CONSOLTEX GROUP INC. -
GROUPE CONSOLTEX INC.

2- The classes and any maximum number of shares that the
corporation is authorized to issue and any maximum
aggregate amount for which shares may be issued including
shares without par value and/or with par value and the
amount of the par value:

THE ANNEXED SCHEDULE "I" IS INCORPORATED IN THIS FORM.

3- Restrictions, if any, on share transfers:

THE ANNEXED SCHEDULE "II" IS INCORPORATED IN THIS FORM.

4- Number (or minimum and maximum number) of directors:

A MINIMUM OF THREE (3) AND A MAXIMUM OF TWENTY (20) AS DETERMINED BY
RESOLUTION OF THE BOARD OF DIRECTORS.

5- Restrictions, if any, on business the corporation may carry on:
corporation:

NONE

6- (1) If a change of name effected, previous name:

N/A
  (2) Details of incorporation:

INCORPORATED UNDER THE CANADA BUSINESS
CORPORATIONS ACT on September 16,1992.

7- Other Provisions, if any:

THE ANNEXED SCHEDULE "III" IS INCORPORATED INTO THIS FORM.
Date
December 13, 1999
Signature
KIM A.
Description of Office
CHIEF FINANCIAL OFFICER
FOR DEPARTMENT USE ONLY
Corporation No. -
510854
FILED/DEC 16 1999


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CONSOLTEX GROUP INC.-
                           	GROUPE CONSOLTEX INC.

              (hereinafter referred to as the "Corporation")

          THIS IS SCHEDULE "I" TO THE FOREGOING FORM 7 UNDER THE
                  NEW BRUNSWICK BUSINESS CORPORATIONS ACT


The shares of the Corporation shall consist of:

     (i)  an  unlimited number of first preferred shares without nominal or
          par value  issuable  in  series  (hereinafter  called  the "First
          Preferred Shares"),

     (ii) an unlimited number of second preferred shares without nominal or
          par  value  issuable  in  series  (hereinafter called the "Second
          Preferred Shares"),

     (iii) an unlimited number of multiple voting shares without nominal or
          par value (hereinafter called the "Multiple Voting Shares"), and

          (iv)  an unlimited number of subordinate  voting  shares  without
          nominal  or par value (hereinafter called the "Subordinate Voting
          Shares"),

and the rights, privileges,  conditions  and restrictions attaching to each
such class are as hereinafter set forth.   Any  reference herein to the Act
is a reference to the BUSINESS CORPORATIONS ACT (New  Brunswick)  as it now
exists and as it may be amended from time to time and any reference  herein
to  a  section of the Act is a reference herein to a section of the Act  as
such section  is presently numbered or as it may be renumbered from time to
time.

1.   FIRST PREFERRED SHARES

     The rights,  privileges,  restrictions and conditions attaching to the
     First Preferred Shares as a class, shall be as follows:

          (a)  The First Preferred  Shares  shall be issuable in series and
               the Board of Directors of the  Corporation  shall  have  the
               right,  from  time  to  time,  to  fix the number of, and to
               determine the designation, rights, privileges,  restrictions
               and conditions attaching to, the First Preferred  Shares  of
               each  series  subject to the limitations, if any, set out in
               the Articles of the Corporation.

          (b)  The holders of  any  series  of  the  First Preferred Shares
               shall be entitled to receive in priority  to  the holders of
               shares  of  any  other  class  of  the  Corporation  ranking
               subordinate  to  the  First  Preferred  Shares,  as and when
               declared  by  the  Board  of  Directors  of the Corporation,
               dividends  in  the  amounts  specified  or  determinable  in
               accordance  with  the  rights, privileges, restrictions  and
               conditions attaching to  the  series  of  which  such  First
               Preferred Shares form part.

          (c)  Upon  any  liquidation,  dissolution,  or  winding-up of the
               Corporation   or  other  distribution  of  assets   of   the
               Corporation among shareholders for the purpose of winding-up
               its affairs, before  any  amount  shall  be  paid  to or any
               assets distributed among the holders of shares of any  other
               class  of  the  Corporation ranking subordinate to the First
               Preferred Shares,  the holders of the First Preferred Shares
               shall be entitled to  receive  with respect to the shares of
               each series thereof all amounts which may be provided in the
               Articles of the Corporation to be payable thereon in respect
               of  return  of  capital, premium and  accumulated  dividends
               remaining  unpaid,   including   all  cumulative  dividends,
               whether or not declared.

          (d)  Except as the Articles of the Corporation  may  provide with
               respect to any series of the First Preferred Shares  in  the
               event  of  the  non-payment  of  dividends  attached to such
               series, the holders of the First Preferred Shares  shall not
               be entitled to receive any notice of or to attend or to vote
               at  any meeting of shareholders of the Corporation; provided
               that    at   any   meeting   of   shareholders   at   which,
               notwithstanding  the  foregoing,  the  holders  of the First
               Preferred  Shares  are required or entitled by law  to  vote
               separately as a class,  each  holder  of the First Preferred
               Shares of any series thereof shall be entitled  to  cast, in
               respect of each such First Preferred Share held, that number
               of votes which is equal to the quotient obtained by dividing
               the   stated   capital   account   maintained  for  all  the
               outstanding  First Preferred Share of  such  series  by  the
               number of such  outstanding First Preferred Shares; provided
               that in respect of  any  such consideration denominated in a
               currency other than Canadian,  the Board of Directors of the
               Corporation shall, for the purpose  of this subsection 1(d),
               determine the appropriate conversion  rate  of such currency
               to  Canadian  currency in effect on the date of  issue  and,
               based on such rate,  the  Canadian dollar equivalent of such
               consideration; and provided  further that when such quotient
               is a fraction or a whole number  plus a fraction there shall
               be no right to vote in respect of such fraction.

          (e)  The  holders  of the First Preferred  Shares  shall  not  be
               entitled to vote  separately  as  a  class,  and, unless the
               Articles of the Corporation otherwise provide,  the  holders
               of  any  series  of the First Preferred Shares shall not  be
               entitled to vote separately  as a series, upon a proposal to
               amend the Articles of the Corporation  in  the  case  of  an
               amendment  of  a kind referred to in paragraphs (a), (b) and
               (e) of subsection 115(1) of the Act.

          (f)  Any meeting of shareholders  at  which  the  holders  of the
               First  Preferred  Shares are required or entitled by law  to
               vote separately as  a  class  or  a series shall, unless the
               Articles of the Corporation otherwise provide, be called and
               conducted in accordance with the by-laws of the Corporation;
               provided that no amendment to or repeal of the provisions of
               such by-laws made after the date of  the  first issue of any
               of  the First Preferred Shares by the Corporation  shall  be
               applicable to the calling and conduct of meetings of holders
               of the  First  Preferred Shares voting separately as a class
               or as a series unless  such  amendment  or  repeal  has been
               theretofore  approved by ordinary resolution adopted by  the
               holders of the First Preferred Shares voting separately as a
               class.

2.   SECOND PREFERRED SHARES

     The rights, privileges,  restrictions  and conditions attaching to the
     Second Preferred Shares as a class, shall be as follows:

          (a)  The  Second  Preferred  Shares  shall   be  subject  to  and
               subordinate  to  the  rights,  privileges, restrictions  and
               conditions attaching to the First Preferred Shares.

          (b)  The Second Preferred Shares shall  be issuable in series and
               the  Board of Directors of the Corporation  shall  have  the
               right,  from  time  to  time,  to  fix the number of, and to
               determine the designation, rights, privileges,  restrictions
               and conditions attaching to, the Second Preferred  Shares of
               each series subject to the limitations, if any, set  out  in
               the Articles of the Corporation.

          (c)  The  holders  of  any  series of the Second Preferred Shares
               shall be entitled to receive  in  priority to the holders of
               shares  of  any  other  class  of  the  Corporation  ranking
               subordinate  to  the Second Preferred Shares,  as  and  when
               declared  by  the Board  of  Directors  of  the  Corporation
               dividends  in  the  amounts  specified  or  determinable  in
               accordance with  the  rights,  privileges,  restrictions and
               conditions  attaching  to  the  series of which such  Second
               Preferred Shares form part.

          (d)  Upon  any  liquidation, dissolution  or  winding-up  of  the
               Corporation   or   other   distribution  of  assets  of  the
               Corporation among shareholders for the purpose of winding-up
               its affairs, before any amount  shall  be  paid  to  or  any
               assets  distributed among the holders of shares of any other
               class of  the  Corporation ranking subordinate to the Second
               Preferred Shares, the holders of the Second Preferred Shares
               shall be entitled  to  receive with respect to the shares of
               each series thereof all amounts which may be provided in the
               Articles of the Corporation to be payable thereon in respect
               of  return  of capital, premium  and  accumulated  dividends
               remaining  unpaid,   including   all  cumulative  dividends,
               whether or not declared.

          (e)  Except as the Articles of the Corporation  may  provide with
               respect to any series of the Second Preferred Shares  in the
               event  of  the  non-payment  of  dividends  attached to such
               series, the holders of the Second Preferred Shares shall not
               be entitled to receive any notice of or to attend or to vote
               at any meeting of shareholders of the Corporation;  provided
               that    at   any   meeting   of   shareholders   at   which,
               notwithstanding  the  foregoing,  the  holders of the Second
               Preferred Shares are required or entitled  by  law  to  vote
               separately  as  a class, each holder of the Second Preferred
               Shares of any series  thereof  shall be entitled to cast, in
               respect  of  each  such Second Preferred  Share  held,  that
               number of votes which  is  equal to the quotient obtained by
               dividing the stated capital  account  maintained for all the
               outstanding Second Preferred Shares of  such  series  by the
               number of such outstanding Second Preferred Shares; provided
               that  in respect of any such consideration denominated in  a
               currency  other than Canadian, the Board of Directors of the
               Corporation  shall, for the purpose of this subsection 2(e),
               determine the  appropriate  conversion rate of such currency
               to Canadian currency in effect  on  the  date  of issue and,
               based on such rate, the Canadian dollar equivalent  of  such
               consideration;  and provided further that when such quotient
               is a fraction or  a whole number plus a fraction there shall
               be no right to vote in respect of such fraction.

          (f)  The holders of the  Second  Preferred  Shares  shall  not be
               entitled  to  vote  separately  as  a class, and, unless the
               Articles of the Corporation otherwise  provide,  the holders
               of  any series of the Second Preferred Shares shall  not  be
               entitled  to vote separately as a series, upon a proposal to
               amend the Articles  of  the  Corporation  in  the case of an
               amendment of a kind referred to in paragraphs (a),  (b)  and
               (e) of subsection 115(1) of the Act.





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          (g)  Any  meeting  of  shareholders  at  which the holders of the
               Second Preferred Shares are required  or  entitled by law to
               vote  separately  as a class or a series shall,  unless  the
               Articles of the Corporation otherwise provide, be called and
               conducted in accordance with the by-laws of the Corporation;
               provided that no amendment to or repeal of the provisions of
               such by-laws made after  the  date of the first issue of any
               of the Second Preferred Shares  by  the Corporation shall be
               applicable to the calling and conduct of meetings of holders
               of the Second Preferred Shares voting  separately as a class
               or  as  a series unless such amendment or  repeal  has  been
               theretofore  approved  by ordinary resolution adopted by the
               holders of the Second Preferred  Shares voting separately as
               a class.

3    MULTIPLE VOTING SHARES AND SUBORDINATE VOTING SHARES

     The  rights,  privileges,  restrictions  and conditions  attaching  to
     the Multiple Voting Shares and to the Subordinate  Voting  Shares
     shall be as follows:

          (a)  The Multiple Voting Shares and the Subordinate Voting Shares
               shall   be   subject  to  and  subordinate  to  the  rights,
               privileges, restrictions  and  conditions  attaching  to the
               First  Preferred Shares and the Second Preferred Shares  and
               shall rank  PARI  PASSU  share for share, as to the right to
               receive  dividends.   In  the   event   of   a  liquidation,
               dissolution  or  winding-up  of  the  Corporation,   whether
               voluntary  or  involuntarily,  or any other distribution  of
               assets of the Corporation among  its  Shareholders  for  the
               purpose  of  winding-up  its  affairs,  the  holders  of the
               Multiple  Voting  Shares,  as  a class, shall be entitled to
               receive, before any amount shall  be paid by the Corporation
               or  any assets of the Corporation shall  be  distributed  to
               holders of the Subordinate Voting Shares, an amount equal to
               Cdn.  $4,300,000.00.   After  payment  to the holders of the
               Multiple  Voting Shares of the amount so  payable  to  them,
               they  shall   not  be  entitled  to  share  in  any  further
               distribution of assets of the Corporation.

          (b)  Each holder of  Multiple  Voting  Shares  and each holder of
               Subordinate  Voting  Shares  shall  be entitled  to  receive
               notice of and to attend all meetings  of shareholders of the
               Corporation,  except  meetings  of  which  only  holders  of
               another particular class or series shall have  the  right to
               vote.   At  each  such  meeting,  each Multiple Voting Share
               shall entitle the holder thereof to  five (5) votes and each
               Subordinate Voting Share shall entitle the holder thereof to
               one (1) vote.

          (c)  The  Corporation  shall not purchase, or  otherwise  acquire
               from the holders thereof,  any Multiple Voting Shares issued
               by  it, or issue shares of any  other  class  or  series  of
               shares  of  the Corporation, if the effect of such purchase,
               acquisition or  issuance,  would be to reduce the percentage
               of votes attached to the Multiple Voting Shares to less than
               51% of the votes attached to  all Multiple Voting Shares and
               Subordinate Voting Shares then outstanding.

          (d)  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.

               For the purposes of this subsection 3(c),  "Willett  Family"
               means  Richard  H.  Willett, his wife Anne Elizabeth Willett
               and their descendants  Lucy  M.  Murray  Tetther,  Mark G.H.
               Willett,  Oliver  R. Willett and Dominic E. Willett and  any
               trustee, executor,  administrator or legal representative of
               any of them or any trust  established for the benefit of any
               of them and any entities controlled by any of them or by any
               trustee, executor, administrator  or legal representative of
               any of them or by any trust established  for  the benefit of
               any of them.

          (e)  Each  issued and outstanding Multiple Voting Share  may,  at
               any time  from  time  to  time,  at  the  holders' option be
               converted  into  one  (1)  Subordinate  Voting  Share.   The
               conversion right provided in this subsection 3(d)  shall  be
               exercised  by  notice in writing given to the Corporation or
               to any transfer  agent  of  the  Subordinate  Voting  Shares
               accompanied  by  the  certificate  representing the Multiple
               Voting Shares which the holder desires to convert.

          (f)  The Multiple Voting Shares and the Subordinate Voting Shares
               may not be subdivided or consolidated  unless  the  Multiple
               Voting Shares or the Subordinate Voting Shares, as the  case
               may  be,  are  simultaneously  and  similarly  subdivided or
               consolidated.

          (g)  Neither of the holders of the Multiple Voting Shares nor the
               holders  of the Subordinate Voting Shares shall be  entitled
               to vote separately  as  a class upon a proposal to amend the
               Articles of the Corporation  in  the case of an amendment of
               the kind referred to in paragraph  (a)  and,  as regards the
               creation of additional classes of preferred shares which are
               non voting except as may be provided in the event  that  the
               Corporation  has  failed  to  pay  the  prescribed dividends
               thereon, paragraph (e) of subsection 115(1) of the Act.  The
               holders of the Multiple Voting Shares and the holders of the
               Subordinate  Voting  Shares  shall  be  entitled   to   vote
               separately  as a class upon a proposal (i) to amalgamate the
               Corporation with  any  other corporation other than pursuant
               to Section123 of the Act;  (ii)  to  sell, lease or exchange
               all or substantially all the property  of the Corporation or
               other  than  in  the  ordinary  course  of business  of  the
               Corporation  or  other  than  to  one or more  wholly  owned
               subsidiaries of the Corporation or  (iii)  for the voluntary
               liquidation and dissolution of the Corporation  pursuant  to
               Section 138 of the Act.


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                           CONSOLTEX GROUP INC.-
                           GROUPE CONSOLTEX INC.

              (hereinafter referred to as the "Corporation")

          THIS IS SCHEDULE "II" TO THE FOREGOING FORM 7 UNDER THE
                  NEW BRUNSWICK BUSINESS CORPORATIONS ACT


The  transfer  of  shares of the Corporation shall be restricted in that no
shareholder shall be  entitled  to  transfer  any  share  or shares without
either:

          (i) the approval of the directors of the Corporation expressed by
          a resolution passed at a meeting of the board of  directors or by
          an instrument or instruments in writing signed by a  majority  of
          the directors; or

          (ii)  the  approval  of the holders of at least a majority of the
          shares of the Corporation  entitling  the holders thereof to vote
          in  all  circumstances  (other than holders  of  shares  who  are
          entitled to vote separately  as  a  class)  for  the  time  being
          outstanding expressed by a resolution passed at a meeting of  the
          holders  of  such  shares  or  by an instrument or instruments in
          writing signed by the holders of a majority of such shares.

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                           CONSOLTEX GROUP INC.-
                           GROUPE CONSOLTEX INC.

              (hereinafter referred to as the "Corporation")

         THIS IS SCHEDULE "III" TO THE FOREGOING FORM 7 UNDER THE
                  NEW BRUNSWICK BUSINESS CORPORATIONS ACT


1.   PLACE OF SHAREHOLDER MEETINGS

     Notwithstanding subsections (1) and (2)  of  Section  84  of  the
     BUSINESS CORPORATIONS  ACT,  as  from  time  to  time  in  force,
     meetings  of shareholders  of  the Corporation may be held at any
     place outside New Brunswick.


2.   NOTICE OF SHAREHOLDER MEETINGS

     Notwithstanding subsection  (1)  of Section 87 of the BUSINESS
     CORPORATIONS ACT, as from time to time in force,  notice  of  time
     and  place of a meeting  of  shareholders  of  the  Corporation
     shall be deemed to  be properly given if sent not less than  three
    (3)  days  nor  more than fifty (50) days before such meeting:

     (a)  to each shareholder entitled to vote at the meeting;
     (b)  to each director; and
     (c)  to the auditor, if any.


3.   PRE-EMPTIVE RIGHTS

     (A)  Notwithstanding  subsection  (2)  of  Section  27 of the BUSINESS
          CORPORATIONS  ACT,  as  from time to time in force,  but  subject
          however to any rights arising  under  any  unanimous shareholders
          agreements, the holders of equity shares of  any  class,  in  the
          case  of  the  proposed  issuance  by  the Corporation of, or the
          proposed  granting by the Corporation of  rights  or  options  to
          purchase, its  equity  shares of any class of any shares or other
          securities convertible into  or  carrying  rights  or  options to
          purchase its equity shares of any class, shall not as such,  even
          if  the  issuance  of  the equity shares proposed to be issued or
          issuable  upon  exercise  of  such  rights  or  options  or  upon
          conversion of such other securities  would  adversely  affect the
          unlimited  dividend  rights of such holders, have the pre-emptive
          right as provided by Section  27 of the BUSINESS CORPORATIONS ACT
          to purchase such shares or other securities.

          (B) Notwithstanding subsection  (3) of Section 27 of the BUSINESS
          CORPORATIONS ACT, as from time to  time  in  force,  but  subject
          however  to  any  rights arising under any unanimous shareholders
          agreements, the holders of voting shares of any class, in case of
          the proposed issuance  by  the  Corporation  of,  or the proposed
          granting by the Corporation of rights or options to purchase, its
          voting shares of any class or any shares or options  to  purchase
          its  voting  shares of any class, shall not as such, even if  the
          issuance of the  voting  shares proposed to be issued or issuable
          upon exercise of such rights  or  options  or  upon conversion of
          such other securities would adversely affect the voting rights of
          such holders, have the pre-emptive right as provided  by  Section
          27  of  the BUSINESS CORPORATIONS ACT to purchase such shares  or
          other securities.

<PAGE>

4.   PRIVATE CORPORATION RESTRICTIONS

     (A)  The number  of  shareholders  of  the  Corporation,  exclusive of
          persons  who are in its employment and exclusive of persons  who,
          having been  formerly in the employment of the Corporation, were,
          while  in  that   employment,   and   have  continued  after  the
          termination  of  that  employment  to  be,  shareholders  of  the
          Corporation, is limited to not more than fifty  (50), two or more
          persons who are the joint registered owners of one or more shares
          being counted as one shareholder.

     (B)  Any invitation to the public to subscribe for any  securities  of
          the Corporation is hereby prohibited.


5.   FINANCIAL ASSISTANCE

     The  Corporation may, directly or indirectly, give financial assistance
     by means of a loan, guarantee or otherwise:

     (a)  to   any  shareholder,  director,  officer  or  employee  of  the
          Corporation or of an affiliated corporation, or

     (b)  to any  associate of a shareholder, director, officer or employee
          of the Corporation or of an affiliated corporation;

     whether or not:

<PAGE>

     (c)  the Corporation  is, or after giving the financial assistance
          would be, unable to pay its liabilities as they become due; or

     (d)  the realizable value of  the  Corporation's assets, excluding the
          amount of any financial assistance  in  the  form of a loan or in
          the form of assets pledged or encumbered to secure  a  guarantee,
          after  giving  the  financial assistance, would be less than  the
          aggregate of the Corporation's  liabilities and stated capital of
          all classes.


6.   REPLACEMENT OF DIRECTORS

     The directors may appoint one or more directors, who shall hold office
     for  a  term expiring not later than the  close  of  the  next  annual
     meeting  of  shareholders,  but  the  total  number  of  directors  so
     appointed  may not exceed one third of the number of directors elected
     at the previous annual meeting of shareholders.


7.   FORM OF NAME

     The Corporation  may  use  and  be  legally  designated  by either the
     English  form  of  its  name  or  the  French form of its name or  the
     combined English and French form.

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