AMENDED AND RESTATED
                             CREDIT AGREEMENT


                               by and among



                           CONSOLTEX GROUP INC.,
                              CONSOLTEX INC.,
                      CONSOLTEX MEXICO, S.A. de C.V.,
                           CONSOLTEX (USA) INC.,
                      THE BALSON-HERCULES GROUP LTD.,
                      LINQ INDUSTRIAL FABRICS, INC.,
                               as Borrowers,


                          NATIONAL BANK OF CANADA
                                    and
                           BANK OF AMERICA, N.A.
                         as Agents and as Lenders,

                                    and

                      BANC OF AMERICA SECURITIES LLC
                  as Lead Arranger and Lead Book Manager

                                    and

                THE LENDERS PARTY HERETO FROM TIME TO TIME

                             October 25, 1999






Name: BA CONSOLTEX 1999 A&R CREDIT AGREEMENT
Doc No: 304785.17


<PAGE>




                   AMENDED AND RESTATED CREDIT AGREEMENT


     THIS  AMENDED  AND  RESTATED CREDIT AGREEMENT, dated as of October 25,
1999 (as amended, restated or supplemented and in effect from time to time,
the "Agreement"), is made  by  and  among  each  of CONSOLTEX GROUP INC., a
corporation  incorporated  under the laws of Canada  having  its  principal
place of business on the date  hereof  in  Ville  Saint-Laurent, Qu<e'>bec,
Canada  ("Consoltex  Group"),  CONSOLTEX  INC., a corporation  incorporated
under the laws of Qu<e'>bec having its principal  place  of business on the
date  hereof  in  Ville  Saint-Laurent,  Qu<e'>bec,  Canada  ("Consoltex"),
CONSOLTEX (USA) INC., a New York corporation having its principal  place of
business  on  the  date  hereof  in  New York, New York, U.S.A. ("Consoltex
USA"), THE BALSON-HERCULES GROUP LTD.,  a  Rhode  Island corporation having
its principal place of business on the date hereof  in  New York, New York,
U.S.A.  ("Balson-Hercules"),  LINQ  INDUSTRIAL  FABRICS, INC.,  a  Delaware
corporation having its principal place of business  on  the  date hereof in
Summerville, South Carolina, U.S.A. ("LINQ"), and CONSOLTEX MEXICO, S.A. DE
C.V., a Mexican corporation having its principal place of business  on  the
date  hereof in Col. Polanco C.P., 11560, Mexico, D.F. ("Consoltex Mexico")
(Consoltex  Group,  Consoltex,  Consoltex  USA,  Balson-Hercules,  LINQ and
Consoltex Mexico are collectively referred to herein as the "Borrowers" and
individually referred to as a "Borrower");

CONSOLTEX  INTERNATIONAL, INC., a New York corporation having its principal
place of business  in  New  York,  New  York  ("Consoltex  International"),
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  having  its principal place of business on the date hereof  in
Miami, Florida ("Marino"),  WALPOLE  INC.,  a New Jersey corporation having
its principal place of business on the  date  hereof  in  Westhampton,  New
Jersey  ("Walpole"), ROYALTON MEXICANA S.A. DE C.V.,  a Mexican corporation
having its  principal  place of business on the date hereof in Mexico City,
Mexico   ("Royalton"),  VEST   COMPANY  VESTCO  S.A.  DE  C.V.,  a  Mexican
corporation having its principal  place  of  business on the date hereof in
Mexico City, Mexico ("Vestco") and  MARINO TECHNOLOGIES  DE MEXICO, S.A. DE
C.V. , a Mexican corporation having its principal place of  business on the
date  hereof  in San Luis Potosi, Mexico ("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.,  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,  U.S.A.,  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 this Agreement pursuant to SECTION 3.9 OR 14.1 (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  herein)  (in  such  capacity,  or any successor agent appointed in
accordance with the terms of SECTION 13.9,  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 herein) and the Term B Loan  Facility  Lenders  (as defined herein)
(in such capacity, or any successor agent appointed in accordance  with the
terms of SECTION 13.9, the "US Agent" and together with the Canadian Agent,
the "Agents").


                           W I T N E S S E T H:

     WHEREAS,  the Borrowers, the Agents and the Lenders are party to  that
certain Credit Agreement  dated  as  of  March  19,  1996,  as  amended  by
Amendment  No.  1  to  Credit  Agreement  dated as of February 14, 1997, by
Amendment No. 2 to Credit Agreement dated as  of December 12, 1997, by that
certain letter agreement dated as of March 16,  1998, by Amendment No. 4 to
Credit Agreement dated as of June 8, 1998, by Amendment  No.  5  to  Credit
Agreement  dated  as  of  September  29, 1998, by Amendment No. 6 to Credit
Agreement dated as of December 31, 1998,  by  Amendment  No.  7  to  Credit
Agreement  dated  as  of  May  17,  1999  and  by Amendment No. 8 to Credit
Agreement dated as of August 2, 1999 (as heretofore  and  from time to time
hereafter   amended,   supplemented  or  restated,  the  "Existing   Credit
Agreement"), pursuant to which the Lenders have agreed to make available to
the Borrowers (a) two term  loan  facilities  in  the  aggregate  principal
amount outstanding as of October 1, 1999 of US $13,750,000, the proceeds of
which  were  used  when  advanced  to  refinance  and  cancel existing term
indebtedness and working capital facilities of the Borrowers,  (b)  a third
term  loan facility in the principal amount of US $25,000,000, the proceeds
of were used when advanced principally to acquire Marino Technologies, Inc.
and (c)  two  revolving  credit  facilities  of  up  to  US  $57,500,000 in
aggregate maximum principal amount at any time outstanding, the proceeds of
which  were used when advanced and are to be used (i) in part to  refinance
and cancel existing term indebtedness and working capital facilities of the
Borrowers,  (ii)  to  pay certain fees and expenses in connection with such
facilities and such refinancing  and  (iii)  for  other  general  corporate
purposes   including   but   not   limited   to  permitted  investments  in
subsidiaries,  Capital Expenditures, working capital  investment  and  debt
repayment and which  included  letter  of  credit  availability of up to US
$15,000,000  in aggregate stated amount outstanding at  any  time  for  the
issuance of commercial and standby letters of credit; and

     WHEREAS,  the  Borrowers  have  requested  that  the Lenders amend and
restate  the Existing Credit Agreement and increase the  commitment  amount
applicable to the Term B Loan Facility by US $18,000,000 to US $43,000,000,
which increase  shall  be  used  by  Consoltex  USA  to  make an advance or
contribution to Marino, which shall use such proceeds to finance  the Atlas
Acquisition, for working capital and for other lawful purposes; and

     WHEREAS,  the  Lenders and the Agents are willing to amend and restate
the Existing Credit Agreement  and  to  continue  to  make  certain  credit
facilities  available  to  the  Borrowers upon the terms and conditions set
forth herein;

     NOW, THEREFORE, the Borrowers, the Lenders and the Agents hereby agree
that the Existing Credit Agreement  is amended and restated in its entirety
as follows:

                                 ARTICLE

                           DEFINITIONS AND TERMS

     ..   DEFINITIONS.  For the purposes  of this Agreement, in addition to
the  definitions  set  forth  above, the following  terms  shall  have  the
respective meanings set forth below:

          "Acceleration Event"  means  that  (i)  an  Event  of Default has
     occurred and is continuing and (ii) all of the Obligations have become
     due and payable in accordance with the terms of SECTION 12.1(A).

          "Accounts   Receivable"  means  all  Accounts  of  the  Borrowers
     (excluding Consoltex Mexico) as defined in the Security Agreement.

          "Acquisition"  means  the acquisition of (i) a controlling equity
     interest  in another Person (including  the  purchase  of  an  option,
     warrant or  convertible  or  similar  type  security to acquire such a
     controlling interest at the time it becomes exercisable  by the holder
     thereof), whether by purchase of such equity interest or upon exercise
     of  an  option or warrant for, or conversion of securities into,  such
     equity interest, or (ii) assets of another Person which constitute all
     or substantially all of the assets of such Person or substantially all
     of the lines of business conducted by such Person.

          "Adjusted Consolidated Total Debt" means, as of any date on which
     the amount  thereof is to be determined, the sum (without duplication)
     of (i) Consolidated Funded Indebtedness as of such date, plus (ii) all
     Outstandings  under  the  Term  Loan  Facilities  and  the Term Loan B
     Facility  as  of  such  date,  plus  (iii)  the  aggregate outstanding
     principal amount of Subordinated Debt as of such date,  plus  (iv) the
     aggregate amount as of such date of all amounts advanced to a Borrower
     as  a loan against, or comprising the purchase price on a non-recourse
     basis for, accounts receivable then outstanding and all amounts issued
     by  a   Borrower  or  special  purpose  subsidiary  thereof  and  then
     outstanding  under asset-based securitizations, which loans, sales and
     securitizations  are  transacted in the ordinary course of business of
     the Borrowers, and (v)  minus  the aggregate amount of cash on hand of
     Consoltex Group and its Subsidiaries  most  recently  reported to each
     Agent and each Lender  in form and substance, and pursuant to internal
     reporting systems, reasonably acceptable to the Required Lenders.

          "Advance" means the borrowing under a Facility.

     "Affiliate"   means  any  Person  (i)  which  directly  or  indirectly
     controls, or is  controlled  by,  or is under common control with, any
     Borrower; or (ii) which beneficially  owns or holds 10% or more of any
     class of the outstanding voting stock (or  in  the  case  of  a Person
     which is not a corporation, 10% or more of the equity interest) of any
     Borrower; or 10% or more of any class of the outstanding voting  stock
     (or in the case of a Person which is not a corporation, 10% or more of
     the  equity  interest)  of  which is beneficially owned or held by any
     Borrower.  The term "controls"  (including  with  correlative meanings
     the terms "controlled by" and under "common control  with")  means the
     possession,  directly  or indirectly, of the power to direct or  cause
     the direction of the management  and  policies  of  a  Person, whether
     through ownership of voting stock, by contract or otherwise.

          "Agents" has the meaning given such term in the preamble hereto.

          "AIP"   means   AIP/CGI   NB   Acquisition  Corp,  a  corporation
     incorporated  under  the  laws of New Brunswick  and  a  wholly  owned
     subsidiary of American Industrial Partners Capital Fund II, L.P.

          "AIP Equity Contribution" means that equity contribution (whether
     accomplished by the purchase  of  newly issued shares of capital stock
     or  otherwise) of up to US$10,000,000  made  by  AIP   into  Consoltex
     Group.

          "AIP  Option to Purchase" means the provision in the Stockholders
     Agreement providing  AIP  with  an option to purchase all, or not less
     than a majority of, the issued and  outstanding multiple voting shares
     in the capital of Consoltex Group.

          "AIP Tender" means that offer to  purchase all of the subordinate
     voting shares of Consoltex Group by AIP for CAN$5.60 cash per share as
     set forth in more detail in that certain Offer to Purchase dated as of
     September 24, 1999, as amended from time to time thereafter.

          "Alternate  Code"  has the meaning given  such  term  in  SECTION
     1.2(B).

          "Applicable Outstanding  Percentage"  means,  with respect to any
     Lender  at  any  date of determination, a fraction, the  numerator  of
     which shall be the  sum of all Outstandings owing to such Lender under
     all the Facilities at  such date and the denominator of which shall be
     the total of all the Outstandings at such date.

     "Applicable Commitment Percentage"  means,  with respect to any Lender
     under  any  certain  Facility  (other  than  the Canadian  Swing  Line
     Facility) on any date, a fraction, the numerator  of  which  shall  be
     such Lender's Commitment, if any, under such Facility on such date and
     the  denominator  of  which  shall  be  the  sum  of  all the Lenders'
     Commitments  under  such  Facility  on  such  date;  which  Applicable
     Commitment Percentages for each Lender (other than the Canadian  Swing
     Line  Facility  Lender)  as  of  the  Closing Date are as set forth in
     EXHIBIT A; PROVIDED that the Applicable Commitment Percentages of each
     Lender shall be increased or decreased  to  reflect any assignments to
     or by such Lender effected in accordance with  SECTION 3.9 OR 14.1 and
     any calculation thereof shall reflect any reduction of the Commitments
     under  such  Facility  pursuant  to  SECTION  2.4,  2.5   OR  3.5,  as
     applicable.  For purposes of determining any Canadian Revolving Credit
     Facility  Lender's  obligation  to  purchase  Participations  in   any
     Canadian   Swing  Line  Loan,  such  Lender's  "Applicable  Commitment
     Percentage"  on  any date with respect to any Canadian Swing Line Loan
     or the Canadian Swing  Line  Facility shall be equal to its Applicable
     Commitment  Percentage as determined  with  respect  to  the  Canadian
     Revolving Credit  Facility.   For  all  other  purposes  of,  and with
     respect  to,  any other provision of this Agreement or any other  Loan
     Document, a Canadian  Revolving  Credit  Facility Lender's "Applicable
     Commitment Percentage" on any date with respect  to any Canadian Swing
     Line Loan or the Canadian Swing Line Facility shall be (a) except with
     respect  to  the  Canadian  Swing  Line Facility Lender,  equal  to  a
     fraction, the numerator of which shall  be  the  outstanding principal
     amount of such Lender's Participation in such Loan or such Facility it
     has  purchased  from  the  Canadian  Swing  Line  Facility  Lender  in
     accordance with the terms of SECTION 3.2(C) hereof and the denominator
     of which shall be the outstanding principal amount of such Loan or the
     Outstandings under such Facility, respectively, and  (b)  with respect
     to  the Canadian Swing Line Facility Lender, equal to a fraction,  the
     numerator of which is the outstanding principal amount of such Loan or
     Outstandings    under    such   Facility,   respectively,   in   which
     Participations have not been purchased in accordance with the terms of
     SECTION 3.2(C) hereof and  the  denominator  of  which  shall  be  the
     outstanding  principal  amount  of such Loan or the Outstandings under
     such Facility, respectively.

          "Applicable Margin" means, at  any  time and from time to time, a
     percent per annum equal to the percentage set forth below:

                                                            Applicable
                                                                     MARGIN

                                                     Eurodollar Rate
                                                          Loans and
                                                           Bankers'
                          TYPE   OF   LOAN              BASE   RATE   LOANS
ACCEPTANCES

           Term Loans and Revolving          1.50%           2.75%
           Loans (excluding Term B
           Loans)

           Term B Loans                      1.75%           3.00%.

          "Applicable  Total Commitment Percentage" means, with respect  to
     any Lender on any date,  a  fraction,  the numerator of which shall be
     such Lender's aggregate Commitments under  all  the Facilities on such
     date and the denominator of which shall be the sum of all the Lenders'
     Commitments under all the Facilities on such date;  PROVIDED  that the
     Applicable  Total  Commitment  Percentage  of  each  Lender  shall  be
     increased or decreased to reflect any assignments to or by such Lender
     effected  in  accordance  with SECTION 3.9 OR 14.1 and any calculation
     thereof  shall reflect any reduction  of  the  Commitments  under  any
     Facility pursuant to SECTION 2.4, 2.5 OR 3.5, as applicable.

          "Applications  for  Letters  of  Credit" means, collectively, the
     Applications for Letters of Credit, or similar documentation, executed
     by any Borrower under a Revolving Credit  Facility  from  time to time
     and  delivered to the applicable Issuing Bank to support the  issuance
     of Letters of Credit.

     "Assignment and Acceptance" shall mean an Assignment and Acceptance in
     substantially  the form of EXHIBIT B (with blanks appropriately filled
     in) delivered to the Agents in connection with an assignment of all or
     a portion of a Lender's  interest  under  this  Agreement  pursuant to
     SECTION 14.1.

          "Assuming  Lender"  has  the  meaning  given such term in SECTION
     3.9(C).

          "Atlas" means, collectively, Atlas Bag, Inc. and Atlas Bag Texas,
     Inc., the assets of which are to be acquired  by  the  Borrower  or  a
     Subsidiary pursuant to the Atlas Acquisition.

          "Atlas Acquisition" has the meaning given to such term in SECTION
     11.2.

          "Authorized  Representative"  means  any  of the President or any
     Vice  President  of  Consoltex  Group  or, with respect  to  financial
     matters, the chief financial officer of  Consoltex Group, or any other
     Person  expressly designated by the Board of  Directors  of  Consoltex
     Group  (or   the  appropriate  committee  thereof)  as  an  Authorized
     Representative,  as  set  forth  from  time  to  time in a certificate
     delivered to the Agents in substantially the form of EXHIBIT C.

          "Balson-Hercules" has the meaning given such term in the preamble
     hereto.

          "Bank of America" has the meaning given such term in the preamble
     hereto.

          "Bankers'  Acceptances" means (i) with respect  to  any  Canadian
     Facilities Lender (other than a Non-BA Lender), a non-interest bearing
     bill of exchange  drawn  by  Consoltex  or  Consoltex  Group,  on  the
     standard  form  used  by the Canadian Facility Lender accepting it, at
     its Lending Office, or  (ii)  with  respect  to  a  Non-BA  Lender,  a
     Discount  Note  payable  to  the order of such Non-BA Lender, both the
     bill of exchange and the Discount  Note  to be denominated in Canadian
     Dollars and issued under a Canadian Facility.

          "Bankers' Acceptances Segment" means  a  Segment under a Canadian
     Facility utilized by way of Bankers' Acceptances.

          "Base Rate" means, as applicable:

               (i) with regard to Advances made in Canadian  Dollars  under
          either  of  the  Canadian  Facilities,  the  Applicable Margin in
          effect from time to time plus the greater, for each day, of:

                    (a) the Reference Rate then in force; or

               (b) the annual rate of interest which is the rate determined
               as  being  the  arithmetic  average  (rounded   upwards,  if
               necessary, to the nearest 0.01%) of the discount  rates  for
               Canadian  Dollar bankers' acceptances having a maturity date
               of thirty (30)  days  appearing  on  the  CDOR  Page  of the
               "Reuters Screen" (as defined in the 1991 International  Swap
               and Derivatives Association Inc. definitions, as amended  or
               modified from time to time) at 10:00 a.m. (Montr<e'>al time)
               on  such  day  or, if such day is not a Business Day, on the
               preceding Business Day or if such rates do not appear on the
               CDOR Page of the  Reuters Screen as contemplated on any such
               day, then the rate  shall  be  calculated  as the arithmetic
               average  of  the discount rate for Canadian Dollar  bankers'
               acceptances having  a  maturity  date  of 30 days quoted for
               such day by three brokers of good standing  selected  by the
               Canadian Agent, plus 1.25%;

               (ii) with regard to Advances made in US Dollars under either
          of the Canadian Facilities, the Applicable Margin in effect  from
          time to time plus the greater, for each day, of (a) the Reference
          Rate  then  in  effect or (b) the Federal Funds Effective Rate on
          such day plus 1.25%;

               (iii) with regard  to  Advances  made under either of the US
          Facilities,  the  per  annum  rate  of  interest   equal  to  the
          Applicable  Margin in effect from time to time plus the  greater,
          for each day,  of  (a)  the  Prime Rate then in effect or (b) the
          Federal Funds Effective Rate on such day plus 0.50%: and

               (iv) with regard to Advances  made  under  the  Term  B Loan
          Facility, the per annum rate of interest equal to 1.75% plus  the
          greater,  for  each  day, of (a) the Prime Rate then in effect or
          (b) the Federal Funds Effective Rate on such day plus 0.50%

          Any change in the Base  Rate resulting from a change in the Prime
     Rate, the Reference Rate or the  Federal  Funds  Effective  Rate shall
     become  effective  as of 12:01 A.M. on the Business Day on which  each
     such change occurs.

          The  Base  Rate is  a  reference  rate  used  by  the  Agents  in
     determining interest  rates on certain loans and is not intended to be
     the best or lowest rate of interest charged on any extension of credit
     to any debtor.

          "Base Rate Loan" means  any  Advance or portion of an Advance for
     which  the  rate  of  interest  is  determined  by  reference  to  the
     applicable Base Rate.

          "Base Rate Refunding Loan" means  a  Base  Rate Loan made under a
     Revolving Credit Facility to satisfy Reimbursement Obligations arising
     from  a  drawing under a Letter of Credit, which Base  Rate  Refunding
     Loan shall  be  treated as a Revolving Credit Loan under such Facility
     for all purposes of this Agreement.

          "Base Rate Segment"  means  a  portion  of  the  principal amount
     outstanding  under  a  Facility  for  which  the  rate of interest  is
     determined by reference to the applicable Base Rate.

          "Board"  means  the  Board  of  Governors of the Federal  Reserve
     System (or any successor body).

          "Borrower" and "Borrowers" have the  meanings given such terms in
     the preamble hereto.
          "Borrowers' Canadian Account" means , as the context may require,
     (i) demand deposit account number 01-497-24  with  the  Canadian Agent
     with  respect  to  Consoltex  Group for Canadian Dollars, (ii)  demand
     deposit account number 01-009-62  with the Canadian Agent with respect
     to Consoltex Group for US Dollars, (iii) demand deposit account number
     01-488-25  with  the  Canadian Agent with  respect  to  Consoltex  for
     Canadian Dollars, or (iv) demand deposit account number 01-003-69 with
     the Canadian Agent with  respect  to  Consoltex  for  US  Dollars,  as
     applicable,  and  in each instance includes any successor account with
     the Canadian Agent,  which may be maintained at one or more offices of
     the  Canadian Agent or  an  agent  of  the  Canadian  Agent,  for  the
     Borrowers  under the Canadian Facilities, as is agreed in writing from
     time to time between the Canadian Agent and such Borrowers.

          "Borrowers'  US  Account"  means, as the context may require, (i)
     demand deposit account number 0102333805  with  respect  to LINQ, (ii)
     demand  deposit  account  number  3750636802  with  respect to Balson-
     Hercules, (iii) demand deposit account number 3750636792  with respect
     to Consoltex USA or (iv) demand deposit account number 759198548  with
     respect  to  Consoltex  Mexico,  as  applicable,  and in each instance
     including  any  successor  account  with the US Agent,  which  may  be
     maintained at one or more offices of  the  US Agent or an agent of the
     US Agent, for such Borrowers under the US Facilities,  as is agreed in
     writing from time to time between the US Agent and such Borrowers.

          "Borrowing Base" means, as of any date of determination  thereof,
     the  sum  of  (i)  all  Eligible Receivables, as set forth in the most
     recent  Borrowing  Base  Certificate  delivered  pursuant  to  SECTION
     10.1(G), multiplied by 80%,  (ii)  the aggregate amount of all payment
     rights  to  amounts  due  from  factors   of  Accounts  Receivable  in
     transactions and pursuant to agreements not  in  violation  of SECTION
     11.5(P)  hereof  in  which the US Collateral Agent shall have a  first
     priority  perfected  security   interest   pursuant  to  the  Security
     Instruments  free of any Lien other than such  security  interest  and
     Statutory Remittal  Liens, multiplied by 80%, (iii) the product of the
     aggregate stated amount  as  of such date of all commercial letters of
     credit issued for the account  of the Borrowers in connection with the
     purchase of raw materials, which  raw materials have not been received
     as Inventory as of such date, multiplied by 50% and (iv) the lesser of
     (A) US $30,000,000 or (B) all Eligible  Inventory, as set forth in the
     most recent Borrowing Base Certificate delivered  pursuant  to SECTION
     10.1(G), multiplied by 50%.

          "Borrowing   Base   Availability"   means,   on   any   date   of
     determination, (a) the Borrowing Base on such date LESS (b) the sum of
     (i)  the  aggregate principal amount of all Loans outstanding, and the
     aggregate face  amount  of all Bankers' Acceptances outstanding, under
     both Revolving Credit Facilities  and the Canadian Swing Line Facility
     on such date, (ii) the aggregate undrawn  amount  of  all  Letters  of
     Credit outstanding under both Letter of Credit Facilities on such date
     and  (iii)  the  aggregate  Reimbursement Obligations owing under both
     Letter of Credit Facilities on such date.

          "Borrowing Base Certificate" means a certificate substantially in
     the  form  of  EXHIBIT  D prepared  and  delivered  by  an  Authorized
     Representative to the Agents  from  time  to  time  in accordance with
     SECTION 10.1(G).

     "Business Day" means, (i) with respect to any Base Rate Loan, Banker's
     Acceptance  or  Canadian  Swing  Line Loans, any day which  is  not  a
     Saturday, Sunday or a day on which  banks in the Province of Qu<e'>bec
     and in the States of New York and North  Carolina  are  authorized  or
     obligated  by law, executive order or governmental decree to be closed
     and (ii) with  respect to any Eurodollar Rate Loan, any day which is a
     Business Day under  clause  (i)  above,  and  on  which  the  relevant
     international  financial  markets  are  open  for  the  transaction of
     business  contemplated by this Agreement in London, England,  Toronto,
     Canada, Montr<e'>al,  Canada,  New York, New York and Charlotte, North
     Carolina.

          "Canadian Agent" has the meaning  given such term in the preamble
     hereto.

          "Canadian Benefit Law" means any applicable  Canadian  federal or
     provincial statute, law, regulation, order or decree having the  force
     of  law regulating, relating to or imposing liability or standards  of
     conduct concerning any Canadian Employee Pension Plan.

          "Canadian  Collateral  Trustee"  means  Desjardins  Trust Inc., a
     trust  company,  or  any  successor  thereto,  as  collateral  trustee
     pursuant  to  certain  Security Instruments with respect to Collateral
     located in Canada or the Canadian Agent acting in such capacity.

          "Canadian  Dollars"   and   the  symbol  "CAN  $"  means  dollars
     constituting legal tender for the  payment of public and private debts
     in Canada.

          "Canadian Employee Pension Plan"  means any employee benefit plan
     registered as a pension plan in Canada under  Canadian Benefit Law and
     that is maintained by Consoltex or Consoltex Group  or with respect to
     which Consoltex or Consoltex Group could incur a liability.

          "Canadian Facilities Lenders" means, collectively,  the  Canadian
     Term  Loan  Facility  Lenders,  the Canadian Revolving Credit Facility
     Lenders and the Canadian Swing Line Facility Lender.

          "Canadian Facility" means any of the Canadian Term Loan Facility,
     the Canadian Revolving Credit Facility  or  the  Canadian  Swing  Line
     Facility.

          "Canadian  Issuing  Bank"  means initially NBC and thereafter any
     Canadian Revolving Credit Facility  Lender which is a successor to NBC
     as issuer of Canadian Letters of Credit pursuant to SECTION 14.1.

          "Canadian Letter of Credit" means  a standby or commercial letter
     of credit issued under the Canadian Revolving  Credit  Facility by the
     Canadian  Issuing  Bank  for  the  account  of  an applicable Facility
     Borrower  in  favor  of a Person advancing credit to  or  securing  an
     obligation on behalf of such Facility Borrower.

     "Canadian Letter of Credit  Facility"  means the facility described in
     ARTICLE IV hereof providing for the issuance  by  the Canadian Issuing
     Bank for the account of the applicable Facility Borrowers  of Canadian
     Letters   of  Credit  in  an  aggregate  stated  amount  at  any  time
     outstanding not exceeding US $10,000,000.

          "Canadian Revolving Credit Facility" means the facility described
     in ARTICLE III hereof providing for Advances in Canadian Dollars or US
     Dollars and for Bankers' Acceptances, in favor or at the request of an
     applicable Facility Borrower by the Canadian Revolving Credit Facility
     Lenders in  the aggregate principal amount at any time outstanding not
     exceeding the  Total  Commitment  applicable  to such Facility at such
     time.

          "Canadian Revolving Credit Facility Lenders" means, collectively,
     each Lender identified on EXHIBIT A hereto as being  a Lender having a
     Commitment under the Canadian Revolving Credit Facility and each other
     financial  institution  that  executes and delivers an Assignment  and
     Acceptance pursuant to SECTION  3.9  OR 14.1 in which such institution
     acquires a Commitment under such Facility.

          "Canadian  Revolving  Credit  Loan"  means  any  Loan,  including
     without limitation any Base Rate Refunding  Loan,  under  the Canadian
     Revolving Credit Facility made in accordance with ARTICLE III  to  any
     Facility Borrower thereunder.

          "Canadian Swing Line Facility" means the revolving line of credit
established                              by                             the
Canadian  Swing Line Facility Lender in favor  of  the  Facility  Borrowers
pursuant                             to                             SECTION
                                                                      3.2.

          "Canadian Swing Line Facility Lender" means NBC.

          "Canadian Swing Line Loans"  means  Loans  made  by  the Canadian
     Swing  Line  Facility  Lender  to  the Facility Borrowers pursuant  to
     SECTION 3.1.1.

          "Canadian Swing Line Loan Outstandings"  means, as of any date of
     determination, the aggregate principal amount of  all  Canadian  Swing
     Line Loans then outstanding.

          "Canadian  Termination  Event"  means  (i)  a  notice  given with
     respect  to  a Canadian Employee Pension Plan that registration  under
     Canadian Benefit  Law  may  be  revoked;  or (ii) the termination of a
     Canadian Employee Pension Plan or the filing  of  a  notice  of intent
     under Canadian Benefit Law to terminate any such plan or the treatment
     of  any  amendment  to  any  such  plan as a termination; or (iii) the
     appointment of a provisional administrator, including any Governmental
     Authority, to administer any Canadian Employee Pension Plan.

          "Canadian Term Loan" means the  Loan  made  by  the Canadian Term
     Loan  Facility  Lenders  under  the  Canadian  Term  Loan Facility  in
     accordance with ARTICLE II.

          "Canadian  Term  Loan Facility" means the facility  described  in
     ARTICLE II providing for  Advances  in  Canadian Dollars or US Dollars
     and for Bankers' Acceptances in favor of the Facility Borrowers by the
     Canadian Term Loan Facility Lenders in the  aggregate principal amount
     of  the Total Commitment applicable to such Facility  on  the  Closing
     Date.

     "Canadian Term Loan Facility Lenders" means, collectively, each Lender
     identified  on  EXHIBIT A hereto as being a Lender having a Commitment
     under  the Canadian  Term  Loan  Facility  and  each  other  financial
     institution  that  executes  and delivers an Assignment and Acceptance
     pursuant  to SECTION 3.9 OR 14.1  in  which  such  Lender  acquires  a
     Commitment under such Facility.

          "Capital  Expenditures"  means, with respect to the Borrowers and
     their Subsidiaries on a consolidated  basis,  for  any  period the SUM
     (without  duplication)  of all expenditures (whether paid in  cash  or
     accrued  as  liabilities  and  including  without  limitation  Capital
     Leases) by any Borrower or any Subsidiary during such period for items
     that  would  be  classified  as  "property,  plant  or  equipment"  or
     comparable items in accordance  with  GAAP  and,  to  the  extent  not
     included  therein, all transactional costs incurred in connection with
     such expenditures  provided the same have been capitalized, excluding,
     however, the amount of any Capital Expenditures paid for or to be paid
     for with proceeds of  (i)  casualty insurance, condemnation awards (or
     payments in place thereof) or  indemnity  payments received from third
     parties; (ii) any sale or trade in of worn-out,  obsolete,  surplus or
     damaged fixed assets; or (iii) any government grants received  by  any
     Borrower  or  any  Subsidiary  which are for the restricted purpose of
     funding Capital Expenditures and which, if to be repaid, are repayable
     in not less than five (5) years and on which no interest accrues or is
     payable, in each case as evidenced  in  writing  and  submitted to the
     Agents together with the compliance certificate delivered  pursuant to
     SECTION 10.1(A)(II) OR 10.1(B)(II) for such period.

          "Capital  Leases"  means all leases which have been or should  be
     capitalized in accordance with GAAP.

          "Cash  Collateral Account"  means  any  account  established  and
     maintained from  time  to  time under either Cash Collateral Agreement
     for the purposes set forth therein.

          "Cash  Collateral  Agreement"   means,   collectively,  the  Cash
     Collateral  Agreements,  each dated as of the Original  Closing  Date,
     between the Facility Borrowers  under  the  Canadian  Revolving Credit
     Facility  and  the  Canadian Agent and between the Facility  Borrowers
     under the US Revolving Credit Facility and the US Agent, respectively,
     as amended, modified or supplemented from time to time.

          "Change in Consolidated  Working  Capital" means, with respect to
     any  determination  thereof,  the  result  obtained,  expressed  as  a
     positive or negative number as appropriate,  by  subtracting  from (a)
     Consolidated  Working  Capital as at the last day of the most recently
     completed fiscal period  of  the Borrowers prior to such determination
     (the "Prior Period") (b) the amount of Consolidated Working Capital as
     at the last day of the fiscal  period  of  the  Borrowers  immediately
     preceding the Prior Period.

     "Change of Control" means the occurrence of any of the following:  (i)
     the   sale,  lease  or  transfer,  in  one  or  a  series  of  related
     transactions,  of  all or substantially all of the assets of Consoltex
     Group to any person or group (as such term is used in Section 13(d)(3)
     of the Exchange Act)  (other  than  the  Principals  or  their Related
     Parties),  (ii) the adoption of a plan relating to the liquidation  or
     dissolution of Consoltex Group, or (iii) the acquisition by any person
     or group (as  such  term  is  used in Section 13(d)(3) of the Exchange
     Act) (other than the Principals  and  their Related Parties) of direct
     or indirect majority in interest (more  than  50%) of the voting power
     of the voting stock of Consoltex Group by way of  amalgamation, merger
     or consolidation or otherwise; PROVIDED, HOWEVER, that the acquisition
     by a person or group (as such term is used in Section  13(d)(3) of the
     Exchange Act) (other than the Principals and their Related Parties) of
     all  or  substantially  all  of  the  assets  of LGHBV or a direct  or
     indirect majority in interest (more than 50%) of  the  voting power of
     the  voting  stock  of  LGHBV  by  way  of  amalgamation,  merger   or
     consolidation or otherwise, shall be deemed to be a Change of Control.

          "Closing  Date"  means the first date on which all the conditions
     set forth in SECTION 8.1 have been satisfied.

          "Code" means the Internal  Revenue  Code of 1986, as amended, and
     any regulations promulgated thereunder.

          "Collateral" means, collectively, all  property  of any Borrower,
     any  Subsidiary or any other Person in which the US Collateral  Agent,
     the Canadian  Collateral Trustee or any Lender is granted a Lien under
     any Security Instrument  as  security  for  all  or any portion of the
     Obligations.

          "Commitment" means, for each Lender under any  certain  Facility,
     the   obligation   of  such  Lender  to  make  Advances  (or  Bankers'
     Acceptances under any Canadian Facility) available under such Facility
     to the Facility Borrowers  in  an aggregate principal amount from time
     to time up to such Lender's Applicable  Commitment  Percentage  of the
     Total Commitment for such Facility at such time.

          "Commitment  Fee" means, at any time and from time to time, .425%
     per annum.

          "Confidential Information" means information that is furnished to
     either Agent or any  Lender  by or on behalf of any Borrower or any of
     its Subsidiaries or Affiliates  on  a confidential basis in connection
     with  any Facility, the Loan Documents  or  any  of  the  transactions
     contemplated  thereby,  but does not include any such information that
     (a) is or becomes generally  available  to the public (other than as a
     result of a breach by any such Agent or Lender  of its confidentiality
     obligations hereunder or otherwise), (b) was available to any Agent or
     any Lender on a nonconfidential basis prior to its  disclosure to such
     Agent or Lender by any Borrower or any of its Subsidiaries,  or (c) is
     or becomes available to any Agent or Lender on a nonconfidential basis
     from  a  source  that  is not, to the best of such Agent's or Lender's
     knowledge, as the case may  be, bound by a confidentiality arrangement
     with any Borrower or any of its  Subsidiaries or Affiliates in respect
     of  such  information  or otherwise prohibited  from  disclosing  such
     information.

          "Consenting Lender"  has  the  meaning given such term in SECTION
     3.9(B).

     "Consolidated Current Assets" means cash  and  all other assets of the
     Borrowers  and  their  Subsidiaries  which would be  classified  as  a
     current asset in accordance with GAAP,  less  all  applicable reserves
     established in accordance with GAAP, all determined  on a consolidated
     basis.

          "Consolidated Current Liabilities" means all liabilities  of  the
     Borrowers  and  their  Subsidiaries  which  by their terms are payable
     within  one  year  after  the  date  of determination  (including  all
     Indebtedness payable on demand or maturing not more than one year from
     the  date  of  determination  and  the current  portion  of  long-term
     liabilities  having  a  maturity date in  excess  of  one  year),  but
     excluding in all cases the  Outstandings  less  the undrawn portion of
     any   Letter  of  Credit  then  outstanding,  all  determined   on   a
     consolidated basis and in accordance with GAAP.

          "Consolidated  EBITDA"  means  with  respect to the Borrowers and
     their Subsidiaries for any Four-Quarter Period  ending  on the date of
     computation  thereof,  the  sum  of (i) Consolidated Net Income,  (ii)
     Consolidated  Interest  Expense,  (iii)   income   tax  expense,  (iv)
     amortization expense, (v) depreciation expense and (vi)  with  respect
     to  any  foreign currency exchange gains and losses that are set forth
     as a specific  gain  or loss in the financial statements most recently
     delivered pursuant to  SECTION  10.1(A)(I),  (a)  to the extent of any
     such foreign currency exchange gain included in Net  Income, less such
     gain and (b) to the extent of any such foreign currency  exchange loss
     included  in  Net  Income,  plus  such  loss,  all  determined  on   a
     consolidated  basis  and  in  accordance with GAAP; PROVIDED, HOWEVER,
     that notwithstanding the foregoing,  there shall be excluded from such
     computation any expense related to post-retirement  employee benefits;
     PROVIDED  FURTHER, HOWEVER, that notwithstanding the foregoing,  there
     shall be excluded  from  such  computation (x) during any Four-Quarter
     Period containing the fiscal quarters  ending  September  30, 1999 and
     December  31,  1999 all non-recurring shareholder enhancement  charges
     and expenses incurred  in  connection with the AIP Equity Contribution
     and related transactions in  an  aggregate  amount  not  to exceed CAN
     $4,000,000 and (y) during any Four-Quarter Period including the second
     and  third fiscal quarters of 1999 in the calculation thereof,  up  to
     CAN$1,600,000  of restructuring charges incurred during such second or
     third fiscal quarters.

          "Consolidated Fixed Charge Coverage Ratio" means, with respect to
     the Borrowers and  their  Subsidiaries  for  any  Four-Quarter  Period
     ending   on  the  date  of  computation  thereof,  the  ratio  of  (i)
     Consolidated EBITDA for such period to (ii) Consolidated Fixed Charges
     for such period.

          "Consolidated Fixed Charges" means, with respect to the Borrowers
     and their  Subsidiaries for any Four-Quarter Period ending on the date
     of  computation   thereof,   the  SUM,  without  duplication,  of  (i)
     Consolidated Interest Expense  for  such  period,  (ii)  all  Required
     Principal  Payments  to  be  made (other than any mandatory prepayment
     required  to  be made in compliance  with  SECTION  2.5(A)),  and  all
     optional payments  of  the  Term Loan and the Term B Loan made, during
     such period, (iii) income tax  expense  for  such period, and (iv) all
     dividends  and  other distributions paid in cash  during  such  period
     (regardless of when  declared)  on  any  shares  of  capital  stock of
     Consoltex  Group  then  outstanding,  all determined on a consolidated
     basis and in accordance with GAAP.

     "Consolidated Funded Indebtedness" means  (i)  all Outstandings (other
     than the undrawn portion of outstanding Letters  of  Credit) under the
     Revolving Credit Facilities and (ii) all other Indebtedness  for Money
     Borrowed  of  the  Borrowers and their Subsidiaries, including without
     limitation the Subordinated  Debt, determined on a consolidated basis,
     which by its terms matures more  than  one  year  from the date of its
     determination  or  matures  within  one  year  from  the date  of  its
     determination  but  is renewable or extendable, at the option  of  any
     Borrower or any of their  Subsidiaries,  to  a date more than one year
     from  the  date  of  its  determination,  including  all  payments  of
     principal in respect thereof that are to be  made within one year from
     the  date  of determination thereof; PROVIDED, HOWEVER,  any  Advances
     made to finance  payment  of  the  scheduled  interest  payments  with
     respect  to  the  Subordinated  Notes payable on April 1 shall in each
     instance  be deemed to be made in  the  corresponding  fiscal  quarter
     ending June  30,  and  any  Advances  made  to  finance payment of the
     scheduled  interest  payments  with respect to the Subordinated  Notes
     payable on October 1 shall in each  instance  be  deemed to be made in
     the corresponding fiscal quarter ending December 31.

          "Consolidated Interest Expense" means, with respect to any period
     of  computation  thereof,  the interest expense of the  Borrowers  and
     their Subsidiaries during such  period,  including  without limitation
     (i)  the  current  amortized portion of debt discounts to  the  extent
     included  in interest  expense  for  such  period,  (ii)  all  expense
     incurred during  such  period  with  respect  to  the sale of Accounts
     Receivable  to  one  or  more  factors, and (iii) the portion  of  any
     payments made during such period  in  connection  with  Capital Leases
     allocable to interest expense, all determined on a consolidated  basis
     and in accordance with GAAP.

          "Consolidated  Net  Income"  means, for any period of computation
     thereof,  without  duplication  in  the   determination  of  revenues,
     expenses  and net gains, the gross revenues  from  operations  of  the
     Borrowers and  their  Subsidiaries (including payments received by the
     Borrowers and their Subsidiaries  of  (i)  interest  income,  and (ii)
     dividends  and  distributions  made by Persons in which investment  is
     permitted pursuant to this Agreement),  less  all  operating  and non-
     operating  expenses of the Borrowers and their Subsidiaries (including
     all income tax expense), all determined on a consolidated basis and in
     accordance with  GAAP  but  excluding (for all purposes other than the
     computation of Consolidated EBITDA  utilized  to determine Excess Cash
     Flow)  as  income:  (A)  net  gains on the sale, conversion  or  other
     disposition of capital assets or  returned assets of any Pension Plan,
     (B)  net  gains  on  the  acquisition,  retirement,   sale   or  other
     disposition  of capital stock and other securities of any Borrower  or
     its Subsidiaries,  (C) net gains on the collection of proceeds of life
     insurance policies,  (D)  any  write  up  of  any asset, (E) net gains
     attributable to any Person that is not a wholly  owned  Subsidiary  of
     such  Person, except to the extent of the amount of dividends or other
     distributions  referred  to  in  clause  (ii)  above,  (F)  net  gains
     attributable  to any Person that accrued prior to the date such Person
     became a Subsidiary of any Borrower or was merged into or consolidated
     with any Borrower  or  any  of its Subsidiaries, and (G) any other net
     gain or credit of an extraordinary  or  unusual nature, all determined
     in accordance with GAAP.

     "Consolidated Net Worth" means, as of any  day  on  which  the  amount
     thereof  is  to be determined, the sum of the following in respect  of
     the Borrowers  and  their  Subsidiaries  (determined on a consolidated
     basis and excluding any upward adjustment  after  the Closing Date due
     to revaluation of assets):  (i) the amount of issued  and  outstanding
     share capital as of such day, plus (ii) the amount of additional paid-
     in capital and retained earnings (or, in the case of a deficit,  minus
     the  amount  of  such  deficit)  as  of such day, all as determined in
     accordance with GAAP.

          "Consolidated Tangible Assets" means,  as  of the last day of any
     Fiscal Year on which the amount thereof is to be  determined,  the net
     book  value  of  all  tangible  assets  of  the  Borrowers  and  their
     Subsidiaries as of such day, as determined on a consolidated basis and
     in accordance with GAAP.

          "Consolidated Total Capitalization" means, as of any day on which
     the   amount  thereof  is  to  be  determined,  the  sum  of  Adjusted
     Consolidated  Total Debt as of such day plus Consolidated Net Worth as
     of such day.

          "Consolidated  Total  Debt"  means,  as  of any date on which the
     amount thereof is to be determined, the sum (without  duplication)  of
     Consolidated   Funded   Indebtedness   as   of  such  date,  plus  all
     Outstandings  under  the  Term Loan Facilities and  the  Term  B  Loan
     Facility as of such date, plus  the  aggregate  outstanding  principal
     amount  of  Subordinated Debt as of such date, and minus the aggregate
     amount of cash  on  hand  of Consoltex Group and its Subsidiaries most
     recently reported to each Agent and each Lender in form and substance,
     and pursuant to internal reporting  systems,  reasonably acceptable to
     the Required Lenders.

          "Consolidated Working Capital" means, as of any date on which the
     amount thereof is to be determined, the excess of Consolidated Current
     Assets  as of such day, over Consolidated Current  Liabilities  as  of
     such day.

          "Consoltex"  has  the  meaning  given  such  term in the preamble
     hereto.

          "Consoltex Group" has the meaning given such term in the preamble
     hereto.

          "Consoltex International" means Consoltex International,  Inc., a
     New York corporation.

          "Consoltex  Mexico"  has  the  meaning  given  such  term  in the
     preamble hereto.

          "Consoltex   Mexico  Borrowing  Limit"  means,  with  respect  to
     Consoltex Mexico, the  maximum  principal  amount  set forth below for
     each  of  the  US  Term  Loan  Facility  and  the US Revolving  Credit
     Facility:

               1. US Term Loan Facility US $7,500,000
               2.   US Revolving Credit Facility US $9,000,000

          "Consoltex USA" has the meaning given such  term  in the preamble
     hereto.

     "Contingent Obligation" of any Person means (without duplication)  all
     contingent  liabilities  required  to  be  included  in  the financial
     statements  (including  footnotes)  of such Person in accordance  with
     GAAP, all Rate Hedging Obligations of  such Person and all obligations
     of   such   Person   guaranteeing  or  in  effect   guaranteeing   any
     Indebtedness, dividend  or  other  obligation of any other Person (the
     "primary  obligor")  in any manner, whether  directly  or  indirectly,
     including obligations of such Person however incurred:

               (1) to purchase such Indebtedness or other obligation or any
          property or assets constituting security therefor;

               (2) (i) to advance  or  supply  funds  in any manner for the
          purchase or payment of such Indebtedness or other  obligation, or
          (ii)  to maintain a minimum working capital, net worth  or  other
          balance  sheet condition or any income statement condition of the
          primary obligor;

               (3) to grant or convey any Lien on any property or assets of
          such Person  to  secure  payment  of  such  Indebtedness or other
          obligation;

               (4)  to  lease property or to purchase securities  or  other
          property or services  primarily  for  the purpose of assuring the
          owner or holder of such Indebtedness or obligation of the ability
          of the primary obligor to make payment  of  such  Indebtedness or
          other obligation; or

               (5)  otherwise  to  assure the owner of the Indebtedness  or
          such obligation of the primary  obligor  against  loss in respect
          thereof.

     PROVIDED, HOWEVER, that the term Contingent Obligations  shall  not include
     endorsements  of  instruments  for  deposit  or  collection or similar
     obligations incurred in the ordinary course of business.  For purposes
     of the Loan Documents, the amount of any Contingent  Obligation  shall
     be deemed to be the lesser of (a) the stated or determinable amount of
     the  primary obligation in respect of which such Contingent Obligation
     is made  or, if not stated or determinable, the reasonably anticipated
     liability  in  respect  thereof  (assuming  such Person is required to
     perform thereunder) as determined by such Person in good faith and (b)
     in the case of (i) any Contingent Obligations  of the type referred to
     under clause (3) above, the fair value of such property  or  assets in
     respect  of which such Contingent Obligations arise, as determined  in
     good faith  by  such Person and (ii) any Contingent Obligations of the
     type referred to  under clause (4) above, the aggregate amount of such
     lease payments or purchase  price  of  such  securities,  property  or
     services.

     "Cost  of  Acquisition"  means, with respect to any Acquisition, as at
     the date of  entering  into  any  agreement  therefor,  the SUM of the
     following (without duplication):  (i) the value of the capital  stock,
     warrants  or  options  to acquire capital stock of any Borrower or any
     Subsidiary to be transferred  in connection therewith, (ii) the amount
     of  any  cash  and  fair market value  of  other  property  (excluding
     property described in  clause  (i)  and the unpaid principal amount of
     any  debt  instrument)  given  as  consideration,   (iii)  the  amount
     (determined  by  using  the  face  amount  or  the  amount payable  at
     maturity, whichever is greater) of any Indebtedness incurred,  assumed
     or acquired by any Borrower or any Subsidiary in connection with  such
     Acquisition, (iv) all additional purchase price amounts in the form of
     earnouts  (which  shall  not  include reasonable salary and bonus) and
     other contingent obligations that  should be recorded on the financial
     statements of the Borrowers and their  Subsidiaries in accordance with
     GAAP, (v) all amounts paid in respect of  covenants  not  to  compete,
     consulting  agreements that should be recorded on financial statements
     of the Borrowers  and  their Subsidiaries in accordance with GAAP, and
     other affiliated contracts  in  connection with such Acquisition, (vi)
     the aggregate fair market value of  all  other  consideration given by
     any  Borrower or any Subsidiary in connection with  such  Acquisition,
     and (vii)  out  of  pocket  transaction  costs  for  the  services and
     expenses  of attorneys, accountants and other consultants incurred  in
     effecting such  transaction,  and  other  similar transaction costs so
     incurred.  For purposes of determining the Cost of Acquisition for any
     transaction, (A) the capital stock of Consoltex  Group shall be valued
     (I) with respect to shares that are listed and posted for trading on a
     Canadian stock exchange, at the last closing price  of  a board lot of
     shares on The Montreal Exchange (or, if the shares are not  listed and
     posted for trading on The Montreal Exchange, the last closing price on
     The  Toronto Stock Exchange), or (II) with respect to shares that  are
     not freely  tradeable,  as  determined  by a committee composed of the
     disinterested  members of the Board of Directors  of  Consoltex  Group
     and, if requested  by  the  Agents,  determined  to  be  a  reasonable
     valuation by the independent public accountants referred to in SECTION
     10.1(A), (B) the capital stock of any other Borrower or any Subsidiary
     shall  be  valued  as  determined  by  a  committee  composed  of  the
     disinterested  members  of  the  Board of Directors of such Subsidiary
     and,  if  requested  by  the Agents, determined  to  be  a  reasonable
     valuation by the independent public accountants referred to in SECTION
     10.1(A), and (C) with respect to any Acquisition accomplished pursuant
     to  the  exercise  of  options   or  warrants  or  the  conversion  of
     securities, the Cost of Acquisition  shall  include  both  the cost of
     acquiring such option, warrant or convertible security as well  as the
     cost of exercise or conversion.

          "Default" means any event or condition which, with the giving  or
     receipt  of notice or lapse of time or both, would constitute an Event
     of Default hereunder.

          "Default  Rate"  means,  at  any  date of determination, (i) with
     respect to each Eurodollar Rate Loan, a  rate per annum of two percent
     (2%) above the Eurodollar Rate applicable  to  such Segment during the
     Interest Period in effect therefor, and thereafter a rate per annum of
     two percent (2%) above the applicable Base Rate,  (ii) with respect to
     Base Rate Loans and all other overdue amounts (other than with respect
     to Bankers' Acceptances), a rate per annum of two percent  (2%)  above
     the  applicable Base Rate and (iii) in any such case, the maximum rate
     permitted by applicable law, if lower.

     "Defaulted Advance" means, with respect to any Lender at any time, the
     amount  of  any Advance or Bankers' Acceptances required to be made by
     such Lender to  any  Borrower  pursuant  to SECTION 3.1 at or prior to
     such  time  that  has  not  been so made as of  such  time;  PROVIDED,
     HOWEVER, that any deficiency  advance  made  by the Relevant Agent for
     the  account  of  such Lender pursuant to SECTION  3.7  shall  not  be
     considered a Defaulted  Advance  even  if,  at  such time, such Lender
     shall  not have reimbursed such Agent therefor.  If  a  portion  of  a
     Defaulted Advance shall be deemed made pursuant to SECTION 3.7(B), the
     remaining  portion  of  such  Defaulted  Advance shall be considered a
     Defaulted Advance originally required to be  made  pursuant to SECTION
     3.1, as the case may be, on the same date as the Defaulted  Advance so
     deemed made in part.

          "Discount"  means  (i)  with  respect  to  a  Bankers' Acceptance
     accepted by a Canadian Facility Lender which is a bank governed by the
     BANK ACT (Canada), the amount which is the difference between the face
     amount  of  such Bankers' Acceptance and the Discounted  Proceeds  and
     (ii) with respect  to  a Bankers' Acceptance which is a Discount Note,
     the amount determined by  the  Canadian  Agent as being the arithmetic
     average  (rounded  upward  to  the  nearest 1/100th  of  1%),  of  the
     discounts applicable to the Bankers'  Acceptances accepted by (or that
     would be accepted by) the Canadian Facility  Lenders  which  are banks
     governed  by  the BANK ACT (Canada) and issued under the same Facility
     on the day the Discount Note is issued and having the same maturity as
     such Discount Note.

          "Discount  Note"  means a non-interest bearing note substantially
     in the form of EXHIBIT J, issued by Consoltex or Consoltex Group under
     a Canadian Facility in favor of a Non-BA Lender and discounted by such
     Non-BA Lender, the Loan  evidenced  by such note being made in lieu of
     accepting Bankers' Acceptances.

          "Discounted Proceeds" means in respect of any Bankers' Acceptance
     to be accepted by a Canadian Facility  Lender which is a bank governed
     by the BANK ACT (Canada) on any day, an amount (rounded to the nearest
     whole cent, and with one-half of one cent being rounded up) calculated
     on such day by multiplying:

          (a)  the face amount of such Bankers' Acceptance, by

          (b)  the price, where the price is  determined by dividing one by
               the sum of one plus the product of:

               (i)  the Discount Rate (expressed as a decimal); and

               (ii) a fraction, the numerator of  which  is  the  number of
                    days  in  the term of such Bankers' Acceptance and  the
                    denominator of which is 365;

               with the price as  so determined being rounded up or down to
               the fifth decimal place and .000005 being rounded up.

          "Discount Rate" with respect  to an issue of Bankers' Acceptances
     with the same maturity date, means the rate determined by the Canadian
     Agent as being the discount rate, calculated on the basis of a year of
     365 days, of each of the Canadian Facility  Lenders  which  are  banks
     governed  by  the  BANK  ACT  (Canada), established in accordance with
     their normal practices at or about 9:30 a.m. (Montr<e'>al time) on the
     date  of  issue  and  acceptance of  such  Bankers'  Acceptances,  for
     bankers' acceptances having  a  face  value comparable, and a maturity
     date identical, to the face value and maturity  date  of  the Bankers'
     Acceptances  forming  part  of such issue to be accepted by each  such
     Canadian Facility Lender.

     "Drawdown  Notice"  means  the  notice   delivered  by  an  Authorized
     Representative in connection with an Advance  under a Revolving Credit
     Facility, or an issuance of Bankers' Acceptances  under  the  Canadian
     Revolving Credit Facility, in substantially the form of EXHIBIT E.

          "Eligible Fixed Assets" means, on any date of determination,  the
     assets of the Borrowers as of such date consisting of land, buildings,
     structures,  improvements  and fixtures located anywhere other than in
     Mexico or Costa Rica and in  which  the  US  Collateral  Agent  or the
     Canadian  Collateral  Trustee  shall  have  a first priority perfected
     security interest pursuant to the Security Instruments,  free  of  any
     Lien other than such security interest, Statutory Permitted Liens, the
     hypothecs  in  favor  of the landlords listed in SCHEDULE 11.4(J), and
     landlord liens arising  by  operation of law with respect to locations
     of the Borrowers in Canada unless  a  waiver of any such landlord lien
     is requested by the Agents and is not received  within sixty (60) days
     after such request; PROVIDED, HOWEVER, in the event  the Agents do not
     receive written notice from Consoltex that it has renewed the lease of
     real  property on which a portion of its manufacturing  and  warehouse
     facility  in  Cowansville, Quebec is located at least three (3) months
     prior to the scheduled  maturity  date of such lease as of the Closing
     Date,  all  land,  buildings, structures,  improvements  and  fixtures
     located at such manufacturing and warehouse facility shall be excluded
     from the determination  of  Eligible  Fixed Assets after such maturity
     date.

          "Eligible Inventory" means all of the Inventory of the Borrowers,
     without duplication (valued at the lower of cost, determined using the
     first-in-first-out method, replacement  cost and net realizable value,
     but  in  no  event valued at greater than fair  market  value),  which
     consists of raw  materials  (which  shall include all greige goods and
     all polypropylene products), and finished  goods  inventory (but in no
     event work in process of Consoltex and Balson-Hercules),  and in which
     the  US  Collateral Agent, the Canadian Agent, the Canadian Facilities
     Lenders or the Canadian Collateral Trustee shall have a first priority
     perfected security interest pursuant to the Security Instruments, free
     of any Lien  other  than  such  security interest, Statutory Permitted
     Liens and the hypothecs in favor  of  the landlords listed in SCHEDULE
     11.4(J), and landlord liens arising by  operation  of law with respect
     to locations of the Borrowers in Canada unless a waiver  of  any  such
     landlord  lien  is  requested by the Agents and is not received within
     sixty (60) days after such request, and which conforms in all material
     respects to the warranties  contained  in the Security Agreement, less
     (to  the  extent  otherwise included in Eligible  Inventory)  (i)  any
     supplies, spare parts,  goods returned or rejected by customers of any
     Borrower which are not saleable  or  are  subject  to  a  Lien  of any
     factor         of  Accounts  Receivable  of  any Borrower, goods to be
     returned  to  suppliers  of any Borrower, goods in  transit  to  third
     parties  (other  than the agents,  leaseholds  or  warehouses  of  any
     Borrower), (ii) any  reserves  required  under  GAAP for bill and hold
     (deferred shipment) sales as and to the extent such reserves relate to
     such  Eligible Inventory, and (iii) any Inventory  of  Balson-Hercules
     other than  Inventory  located  on property owned or leased by Balson-
     Hercules or held at a bonded warehouse  for  the  benefit  of  Balson-
     Hercules.

     "Eligible  Receivables"  means  all of (i) the Accounts Receivable  in
     which the US Collateral Agent or the Canadian Collateral Trustee shall
     have  a first priority perfected security  interest  pursuant  to  the
     Security  Instruments,  free  of  any  Lien  other  than such security
     interest and Statutory Permitted Liens, for which the  account  debtor
     is  not  an Affiliate of any Borrower or Subsidiary and is located  in
     Canada  or  in  the  United  States  of  America  or,  if  in  another
     jurisdiction, for which the applicable Account Receivable is supported
     by a letter  of  credit  that  has  been  remitted,  and is reasonably
     acceptable, to the US Collateral Agent or the Canadian  Agent,  as the
     case  may  be,  and  in  no event shall include any Account Receivable
     subject to a Lien of, or which  has  been  sold, assigned or otherwise
     disposed of to, any factor of Accounts Receivable of any Borrower, and
     (ii)  the  accounts receivable of Rafytek which  are  supported  by  a
     letter  of  credit   that   has  been  delivered,  and  is  reasonably
     acceptable, to the US Collateral  Agent, and which in the case of both
     clauses (i) and (ii) above are less than 90 days (120 days in the case
     of  agrotextile  and cotton bale wrap  customers  of  LINQ)  past  the
     applicable invoice  date  (unless  they  are  supported by a letter of
     credit   that  has  been  assigned  or  pledged,  and  is   reasonably
     acceptable,  to  the  Relevant  Agent)  and  conform to the warranties
     contained in the Security Agreement in all material respects, less any
     returns,  discounts, claims, setoffs, credits and  allowances  of  any
     nature with  respect  to such Accounts Receivable or the related goods
     (whether issued, owing, granted or outstanding).

          "Eligible Securities"  means  the  following  obligations and any
     other  obligations  approved in writing by the Relevant  Agent  (which
     approval shall not be unreasonably withheld or delayed):

               (a) Government Securities;

               (b) obligations  of any corporation organized under the laws
          of Canada or any province  thereof  or  any  state  of the United
          States of America or under the laws of any other nation,  payable
          in Canada or in the United States of America, expressed to mature
          not  later  than  360 days following the date of issuance thereof
          and rated in an investment  grade  rating  category  by  S&P  and
          Moody's;

               (c)   interest   bearing   demand   or   time  deposits,  or
          certificates of deposit or bankers' acceptances  maturing  within
          one year days from the date of issuance thereof, and issued  by a
          Lender or a bank or trust company organized under the laws of the
          United  States  of  America or Canada or of any state or province
          thereof having capital  combined  surplus  and  undivided profits
          aggregating  at  least US $400,000,000 and being rated  "A-3"  or
          better by S&P or "A" or better by Moody's;

               (d) Repurchase Agreements;

               (e) Municipal Obligations;

               (f) insured certificates  of  deposit, deposit notes or term
          deposit receipts of any commercial bank  listed  on Schedule I of
          the BANK ACT (Canada);

          (g)  commercial  paper issued by any corporation organized  under
          the laws of Canada or any province thereof and rated at least A-1
          (or the then equivalent  grade) by the Canada Bond Rating Service
          or  R-1  (middle)/low  (or the  then  equivalent  grade)  by  the
          Dominion Bond Rating Service;

               (h) commercial paper  issued  by  any  corporation organized
          under  the laws of any state of the United States  and  rated  at
          least "Prime-1"  (or the then equivalent grade) by Moody's or "A-
          1" (or the then equivalent grade) by S&P; and

               (i) shares of  mutual  funds  which  invest  in  obligations
          described  in  paragraphs  (a)  through (h) above, the shares  of
          which mutual funds are at all times rated "AAA" by S&P.

          "Employee Benefit Plan" means any  employee  benefit  plan, other
     than  a Pension Plan, subject to Section 401(a) of the Code (including
     any trust  agreement subject to Section 501 of the Code under any such
     plan) that is  maintained  for employees of a Borrower or with respect
     to which any Borrower could incur a liability.

          "Environmental Laws" means,  collectively,  as  applicable to and
     governing  any  certain Borrower or its properties, (i)  each  binding
     Canadian, Mexican  and  Costa  Rican applicable federal, provincial or
     local Act, Statute, Regulation,  By-Law,  policy,  code,  instruction,
     guideline,  indicator,  order,  infraction notice, correction  notice,
     decision, declaration, injunction,  decree, order-in-council, judgment
     and  summons,  and,  as  applicable  in  Quebec,   the  "Politique  de
     rehabilitation des terrains contamines" and the "Lignes directrices en
     matiere  d'enl<e`>vement de reservoirs souterrains ayant  contenu  des
     produits p<e'>troliers"  and  pertains  in  whole  or  in  part to the
     environment or to its protection, adopted, published, sent or rendered
     by   any   Governmental   Authority;   and   (ii)   the  Comprehensive
     Environmental  Response, Compensation and Liability Act  of  1980,  as
     amended, the Superfund Amendments and Reauthorization Act of 1986, the
     Resource Conservation  and  Recovery Act, the Toxic Substances Control
     Act, as amended, the Clean Air  Act,  as amended, the Clean Water Act,
     as  amended, any other "Superfund" or "Superlien"  law  or  any  other
     federal,  or  applicable state or local statute, law, ordinance, code,
     rule, regulation, order or decree regulating, or imposing liability or
     standards of conduct concerning, any Hazardous Material.

          "ERISA" means  the  Employee  Retirement  Income  Security Act of
     1974, as amended from time to time, and any successor statute  and all
     rules and regulations promulgated thereunder.

          "ERISA Affiliate" means any Person or trade or business which  is
     a  member  of a group which is under common control with any Borrower,
     or who, together  with  such Borrower, is treated as a single employer
     within the meaning of Section 414(b) and (c) of the Code.

          "Eurocurrency Liabilities"  has  the  meaning  given such term in
     Regulation D.

          "Eurodollar  Rate" means (i) with respect to Term  B  Loans,  the
     interest rate per annum calculated according to the following formula:
          Eurodollar  =  Interbank Offered Rate   +   3.00%
             Rate

     and (ii) with respect  to all other Loans, the interest rate per annum
     calculated according to the following formula:

          Eurodollar  =  Interbank Offered Rate   +    Applicable Margin
             Rate

          "Eurodollar Rate Loan" means any Advance or portion of an Advance
     for which the rate of interest  is  determined  by  reference  to  the
     Eurodollar Rate.

          "Eurodollar Rate Segment" means a portion of the principal amount
     outstanding  under  a  Facility  for  which  the  rate  of interest is
     determined by reference to the Eurodollar Rate.

          "Eurodollar  Reserve Percentage" means, with respect  to  any  US
     Facility Lender for  any Interest Period for any Eurodollar Rate Loan,
     the reserve percentage  applicable  two  (2)  Business Days before the
     first day of such Interest Period under regulations  issued  from time
     to  time  by  the Board for determining the actual reserve requirement
     (including, without  limitation,  any emergency, special, supplemental
     or other marginal reserve requirement) for such Lender with respect to
     liabilities  or  assets  consisting  of   or   including  Eurocurrency
     Liabilities (or with respect to any other category of liabilities that
     includes  deposits  by  reference  to  which  the  interest   rate  on
     Eurodollar  Rate  Loans  is  determined)  having  a term equal to such
     Interest Period.

          "Event  of Default" has the meaning given such  term  in  SECTION
     12.1.

          "Excess Cash Flow" means, with respect to the Borrowers and their
     Subsidiaries for any period, the difference of (a) Consolidated EBITDA
     for such period (including within Consolidated Net Income for purposes
     of computing Consolidated  EBITDA  as used in this definition, any net
     gain or loss, as applicable, otherwise  excluded  from the calculation
     thereof  in  the  definition  of  "Consolidated  Net Income"  that  is
     realized in cash or cash equivalents) MINUS (b) the  sum  of  (i)  any
     Change  in  Consolidated Working Capital as at the end of such period,
     (ii)  Capital   Expenditures   accrued   during   such  period,  (iii)
     Consolidated  Interest  Expense  for  such period, (iv)  all  Required
     Principal  Payments  to  be  made  during such  period,  all  optional
     payments of the Term Loans made in accordance with SECTION 2.4 and all
     optional payments of the Term B Loan  made  in accordance with SECTION
     2A.4, and (v) consolidated income tax expense during such period.

          "Excess Cash Flow Prepayment" has the meaning  given to such term
     in SECTION 2.5(B).

          "Exchange  Act"  means the Securities Exchange Act  of  1934,  as
     amended, and any successor thereto.

     "Existing Stated Termination  Date" has the meaning given such term in
     SECTION 3.9(A).

          "Extension  Date" has the meaning  given  such  term  in  SECTION
     3.9(B).

          "Facility" means  any  of  the  Revolving  Credit Facilities, the
     Letter  of  Credit  Facilities, the Term Loan Credit  Facilities,  the
     Canadian Swing Line Facility and the Term B Loan Facility.

          "Facility Borrower"  means,  when in relation to (i) the Canadian
     Revolving  Credit  Facility,  the Canadian  Swing  Line  Facility  and
     Canadian Letter of Credit Facility:   each  of Consoltex and Consoltex
     Group; (ii) the Canadian Term Loan Facility:   Consoltex; (iii) the US
     Revolving Credit Facility and the US Letter of Credit  Facility:  each
     of Consoltex USA, Balson-Hercules, LINQ and Consoltex Mexico; (iv) the
     US Term Loan Facility:  each of LINQ and Consoltex Mexico; and (v) the
     Term B Loan Facility: Consoltex USA.

          "Facility Guaranty" means each guaranty agreement between  one or
     more  Guarantors  and  the  Agents  for  the  benefit  of the Lenders,
     delivered  as  of  the Original Closing Date or otherwise pursuant  to
     SECTION 10.17, as the  same  may  be amended, modified or supplemented
     from time to time.

          "Facility Termination Date" means  the  first  date on which both
     the Revolving Credit Termination Date, the Term Loan  Termination Date
     and the Term B Loan Termination Date shall have occurred,  no  Letters
     of Credit shall remain outstanding and the Borrowers shall have  fully
     paid all Obligations.

          "Federal  Funds  Effective Rate" means, for any day, the rate per
     annum (rounded upward to  the  nearest  1/100th  of  1%)  equal to the
     weighted  average of the rates on overnight Federal funds transactions
     with members  of  the Federal Reserve System arranged by Federal funds
     brokers on such day,  as  published by the Federal Reserve Bank of New
     York on the Business Day next  succeeding  such day, PROVIDED that (a)
     if such day is not a Business Day, the Federal Funds Rate for such day
     shall be such rate on such transactions on the next preceding Business
     Day, and (b) if no such rate is so published  on  such next succeeding
     Business Day, the Federal Funds Rate for such day shall be the average
     rate quoted to the Relevant Agent on such day on such transaction from
     three  Federal funds brokers of recognized standing  selected  by  the
     Relevant Agent.

          "Fiscal  Year"  means  the  twelve  month  fiscal  period  of the
     Borrowers  and  their  Subsidiaries  commencing  on  January 1 of each
     calendar year and ending on the next succeeding December 31.

          "Four-Quarter  Period"  means  a period of four full  consecutive
     fiscal  quarters  of  the  Borrowers  and  their  Subsidiaries,  taken
     together as one accounting period.

     "Fully Satisfied" means with respect to  the  Obligations  as  of  any
     date,  that  on or before such date, (i) the principal of and interest
     accrued to such  date  on  all  outstanding  Loans  and  Reimbursement
     Obligations  shall have been paid in full in cash or, in the  case  of
     Bankers'  Acceptances,   have   been  cash  collateralized,  (ii)  the
     aggregate undrawn amount of all then  outstanding  Letters  of  Credit
     shall  have been cash collateralized, (iii) all Hedge Agreements under
     which Rate  Hedging  Obligations  have  been  incurred shall have been
     terminated or all obligations thereunder of the  Borrowers (other than
     for fees and expenses not yet due and payable and  indemnities)  shall
     have  been  cash  collateralized,  (iv)  all  fees, expenses and other
     amounts  then  due  and  payable  (specifically  excluding  continuing
     indemnities,  obligations under SECTION 7.7 and expense  reimbursement
     obligations not  yet  due  and  payable)  which constitute Obligations
     shall  have  been  paid in full in cash, and (v)  each  of  the  Total
     Commitments shall have expired or been terminated.

          "GAAP" or "Generally  Accepted  Accounting  Principles" means the
     accounting principles generally accepted in Canada  as  recommended in
     the Canadian Institute of Chartered Accountants Handbook  and  applied
     on  a  consistent  basis  with those applied in the preparation of the
     audited consolidated financial  statements of Consoltex Group referred
     to in SECTION 9.5(A); PROVIDED, HOWEVER, with respect to the financial
     statements of any Borrower or Guarantor  organized  under  the laws of
     any  jurisdiction other than Canada or a province thereof, GAAP  shall
     mean the accounting principles generally accepted in such jurisdiction
     from time to time and applied on a consistent basis; PROVIDED FURTHER,
     however,   the  new  recommendations  of  the  Canadian  Institute  of
     Chartered Accountants  requiring  the  use  of the liability method of
     accounting  for  income  tax purposes may be adopted  and  applied  in
     preparing all financial statements  required to be delivered under the
     Agreement and calculating all financial covenants in SECTION 11.1.

          "Government   Securities"  means  direct   obligations   of,   or
     obligations the timely  payment of principal and interest on which are
     fully  and unconditionally  guaranteed  by,  Canada  or  any  province
     thereof   or   the   United   States  of  America  or  any  agency  or
     instrumentality thereof.

          "Governmental  Authority"  shall   mean   as  applicable  to  and
     governing  any  certain Borrower, any United States  of  America,  any
     Canadian, any Mexican and any Costa Rican, federal, state, provincial,
     municipal,  national   or  other  governmental  department,  ministry,
     commission,  board,  bureau,   court,  agency  or  instrumentality  or
     political  subdivision thereof or  any  entity  exercising  executive,
     legislative,  judicial,  regulatory  or administrative functions of or
     pertaining  to  any  government or any court,  in  each  case  whether
     associated with the United  States  of  America  or any of its states,
     Canada  or  any of its provinces, Mexico or any of its  states,  Costa
     Rica or a foreign entity or government.

          "Grantor" has the meaning given such term in SECTION 6.3.

     "Guarantors"  means,  at any date, each of Consoltex Group, Consoltex,
     Consoltex  USA,  Consoltex   International,   Balson-Hercules,   LINQ,
     Consoltex  Mexico, Rafytek, Rafytica, Royalton, Marino Mexico, Vestco,
     Vera Pak, and any other Subsidiaries or other Persons who are required
     to be parties  to a Facility Guaranty at such date, PROVIDED that each
     of  Rafytek, Consoltex  Mexico,  Rafytica,  Royalton,  Marino  Mexico,
     Vestco,  Vera  Pak  shall  only  guarantee the Obligations of Rafytek,
     Consoltex Mexico, Rafytica, Royalton, Marino Mexico, Vestco, Vera Pak,
     Consoltex and Consoltex Group.

          "Hazardous  Material" means any  waste,  substance  or  material,
     including  without  limitation  petroleum  products,  the  generation,
     handling, storage, disposal, treatment, deposit, release, discharge or
     emission of which is subject to any Environmental Law.

          "Hedge  Agreement"  means  one  or  more  agreements  between any
     Borrower   and  any  Person  with  respect  to  Indebtedness  incurred
     hereunder owing  to  a Lender or evidenced by any or all of the Notes,
     on terms mutually acceptable  to  such  Borrower  and  such Person and
     approved  by  each  of  the  Agents,  which  approval  shall  not   be
     unreasonably withheld or delayed, which agreements create Rate Hedging
     Obligations.

          "Income  Tax  Act"  means  the  INCOME  TAX ACT, R.S.C. 1985, 5th
     Supplement, as amended, and any regulations promulgated thereunder.

          "Indebtedness"  means,  with  respect  to  any   Person,  without
     duplication, all Indebtedness for Money Borrowed of such  Person,  all
     liability  of  such  Person  by  way  of  endorsements (other than for
     collection or deposit or similar obligations  incurred in the ordinary
     course  of business) and all Contingent Obligations  of  such  Person;
     PROVIDED  that in no event shall the term Indebtedness include surplus
     and retained  earnings,  lease  obligations  (other  than  pursuant to
     Capital  Leases), deferred income taxes and investment credits,  other
     deferred credits  or  reserves,  deferred compensation obligations, or
     trade or other accounts payable in  the  ordinary  course  of business
     (PROVIDED that such accounts payable are not outstanding for more than
     one (1) year).

          "Indebtedness  for  Money  Borrowed"  means, with respect to  any
     Person,  without  duplication,  all indebtedness  of  such  Person  in
     respect of money borrowed, including  without  limitation  outstanding
     Bankers'  Acceptances  (to  the  full  extent  of  their face amount),
     Capital Leases, the deferred purchase price of any property  or asset,
     and  indebtedness  evidenced by a promissory note, bond, debenture  or
     similar  written  obligation  for  the  payment  of  money  (including
     conditional sales or similar title retention agreements).

          "Indemnified Party"  has  the  meaning given such term in SECTION
     14.9.

          "Initial Mortgaged Properties" has the meaning given such term in
     SECTION 8.1(XV).

     "Interbank Offered Rate" means, with  respect  to  any Eurodollar Rate
     Loan for the Interest Period applicable thereto, the  rate of interest
     equal  to the rate per annum at which deposits in U.S. Dollars  for  a
     period equal  to  such  Interest  Period  appear  on  Page 3750 of the
     Telerate screen as of 11:00 A.M., London time, two (2)  Business  Days
     prior  to  the  beginning  of such Interest Period.  In the event that
     such rate does not appear on  Page  3750  of  the Telerate Service (or
     otherwise  on  such  service),  the Interbank Offered  Rate  shall  be
     determined by reference to such other  publicly  available service for
     displaying Eurodollar rates as may be agreed upon  by  the  Agents and
     the  Borrowers  or,  in  the  absence of such agreement, the Interbank
     Offered  Rate shall instead be the  average  (rounded  upward  to  the
     nearest one-hundredth  (1/100)  of  one  percent)  per  annum  rate of
     interest  determined by the US Agent or the Canadian Agent (each  such
     determination  to  be  conclusive  and binding) as of two (2) Business
     Days prior to the first day of such  Interest Period, as the effective
     rate at which deposits in immediately  available  funds  in US Dollars
     are being offered or quoted by the US Agent or the Canadian  Agent  to
     major banks in the applicable interbank market for Eurodollar deposits
     at  any  time during the Business Day which is the second Business Day
     immediately  preceding  the  first  day of such Interest Period, for a
     term comparable to such Interest Period  and  in  the  amount  of  the
     Eurodollar Rate Loan.

          "Interest  Period"  means, for each Eurodollar Rate Loan and each
     Eurodollar  Rate  Segment,  a  period  commencing  on  the  date  such
     Eurodollar  Rate Loan or such  Eurodollar  Rate  Segment  is  made  or
     converted and  ending, at the Borrower's option, on the date one, two,
     three or six months thereafter as notified to the Relevant Agent by an
     Authorized  Representative  three  (3)  Business  Days  prior  to  the
     beginning of such Interest Period; PROVIDED, that,

               (i)  if  an  Authorized  Representative  fails to notify the
          Relevant Agent of the length of an Interest Period at least three
          (3) Business Days prior to the first day of such Interest Period,
          the  Loan  for  which such Interest Period was to  be  determined
          shall be deemed to  be  a  Base  Rate  Loan  as  of the first day
          thereof;

               (ii) if an Interest Period for a Eurodollar Rate  Loan would
          end  on  a day which is not a Business Day, such Interest  Period
          shall be extended  to  the  next  succeeding Business Day (unless
          such extension would cause the applicable  Interest Period to end
          in  the  succeeding calendar month, in which case  such  Interest
          Period shall end on the next preceding Business Day);

               (iii)  whenever  the first day of any Interest Period occurs
          on a day of an initial  calendar  month  for  which  there  is no
          numerically corresponding day in the calendar month that succeeds
          such initial calendar month by the number of months equal to  the
          number  of  months  in such Interest Period, such Interest Period
          shall end on the last  Business  Day  of such succeeding calendar
          month; and

               (iv)  no  Interest  Period  shall  extend  past  the  Stated
          Termination  Date then in effect for Revolving  Credit  Loans  or
          past the Term  Loan  Maturity Date for any Term Loans or past the
          Term B Loan Maturity Date for any Term B Loan.

          "Inventory" means all  Inventory  of  the Borrowers (exclusive of
     Consoltex Mexico) as defined in the Security Agreement.

          "Issuing  Bank" means one or the other of  the  Canadian  Issuing
     Bank and the US Issuing Bank.

          "Lender" and  "Lenders" have the meanings given such terms in the
     preamble hereto and  in  each event, where applicable, "Lenders" shall
     include without limitation the Canadian Swing Line Facility Lender.
          "Lending Office" means,  as to each Lender, the Lending Office of
     such  Lender  designated  on  the signature  pages  hereof  or  in  an
     Assignment and Acceptance signed  by  such  Lender as assignee or such
     other office of such Lender (or of an affiliate  of  such  Lender)  as
     such   Lender  may  from  time  to  time  specify  to  the  Authorized
     Representatives and the Agents as the office by which its Loans are to
     be made  and  maintained; PROVIDED, that as a result of such change of
     office no Borrower shall, without the written consent of an Authorized
     Representative,   (i)   be   obligated   to   provide  any  additional
     compensation  (other  than  a  de  minimis amount of  such  additional
     compensation) to any Lender under or in respect of this Agreement, any
     Note or any other Loan Document or (ii)  otherwise incur or suffer any
     material disadvantage.

          "Letter of Credit" means any of a Canadian  Letter of Credit or a
     US Letter of Credit.

          "Letter of Credit Facilities" means, collectively,  the  Canadian
     Letter of Credit Facility and the US Letter of Credit Facility.

          "Lien" means any interest in or right with respect to property of
     any certain Borrower or its Subsidiaries, securing any obligation owed
     to,  or  a  claim  by,  a Person other than the owner of the property,
     whether such interest is  based  on  the  Civil Code of Qu<e'>bec, the
     applicable  Uniform  Commercial  Code,  the  common  law,  statute  or
     contract,  and including but not limited to the  right  of  an  unpaid
     vendor or supplier  to  dissolve  the  sale or to repossess goods, any
     lien, security interest or priority arising  by  operation  of  law or
     from  a  mortgage,  hypothec, encumbrance, pledge, security agreement,
     conditional sale or trust  receipt  or  a  lease, trust, deemed trust,
     consignment for security purposes or bailment  for  security  purposes
     and  including  also  a  margin payment made in connection with a Rate
     Hedging Obligation.  For the  purposes of this Agreement, any Borrower
     and any Subsidiary shall be deemed  to  be  the  owner of any property
     which  it  has  acquired  or  holds  subject  to  a  conditional  sale
     agreement,  financing  lease, or other arrangement pursuant  to  which
     title to the property has  been  retained  by  or vested in some other
     Person  until  full  payment  of its purchase price  or  for  security
     purposes.

          "LINQ" has the meaning given such term in the preamble hereto.

          "LGHBV" means Les Gantiers Holding B.V.

          "LGHBV Letter of Credit" means  that  certain  Letter  of  Credit
     issued  by the US Issuing Bank or the Canadian Issuing Bank under  the
     US Letter of Credit Facility or the Canadian Letter of Credit Facility
     to LGHBV  in the original stated amount of approximately CAN$4,650,000
     at any time after the Closing Date.

          "Loan"  or  "Loans"  means  any  of  the  Advances made under the
     Revolving Credit Facilities, the Term Loan Facilities  or  the  Term B
     Loan  Facility,  respectively  and  any  Bankers'  Acceptances  issued
     thereunder to the full extent of its face amount.

     "Loan  Documents"  means  this  Agreement,  the  Notes,  the  Security
     Instruments,  the Facility Guaranties, the Applications for Letter  of
     Credit, and each  other agreement or instrument hereafter executed and
     delivered evidencing,  governing or securing any Obligation or entered
     into or issued with respect  to  the  Collateral, other than financing
     statements, termination statements, certificates of officers and items
     to be delivered on the Closing Date of  a  similar nature, as the same
     may be amended, supplemented or replaced from time to time.

          "Marino" has the meaning given thereto in the preamble hereof.

          "Marino Acquisition" means the Acquisition  of  Marino in August,
     1999 in accordance with the terms of SECTION 11.2 as then in effect.

          "Marino  Mexico"  has the meaning given thereto in  the  preamble
     hereof.

          "Material Adverse Effect"  means a material adverse effect on (i)
     the  business,  properties,  operations  or  condition,  financial  or
     otherwise, of the Borrowers and  their  Subsidiaries on a consolidated
     basis or (ii) the ability of the Borrowers  and Guarantors, considered
     as a whole, to observe the covenants and agreements  contained  herein
     or in any other Loan Document.

          "Maximum  Permitted  Principal Amount" has the meaning given such
     term in SECTION 3.1(A).

          "Moody's" means Moody's Investors Service, Inc.

          "Mortgage" means, collectively,  all  hypothecs, mortgages, deeds
     of trust and deeds granting a Lien to the Canadian Collateral Trustee,
     the US Collateral Agent or a trustee for the  benefit  of either Agent
     for  the  benefit  of  the  Lenders  in  Collateral constituting  real
     property and fixtures to secure Obligations existing as of the Closing
     Date  or  at any time thereafter, as such documents  may  be  amended,
     modified or supplemented from time to time.

          "Mortgaged  Property"  means, collectively, the real property and
     fixtures of the Borrowers as described in the Mortgages.

          "Multiemployer Plan" means  a  "multiemployer plan" as defined in
     Section  4001(a)(3)  of  ERISA to which  any  Borrower  or  any  ERISA
     Affiliate  is  making,  or  is   accruing   an   obligation  to  make,
     contributions  or  has made, or been obligated to make,  contributions
     within the preceding five (5) years other than the District 65 Pension
     Plan from which Balson-Hercules withdrew effective January 31, 1995.

          "Municipal Obligations"  means general obligations issued by, and
     supported by the full taxing authority  of,  any  state  of the United
     States  of  America  or  any  province  of  Canada or of any municipal
     corporation or other public body organized under  the laws of any such
     state  or any such province which are rated in the highest  investment
     rating category by both S&P and Moody's.

          "NBC" has the meaning given such term in the preamble hereto.
          "Net  Proceeds" means cash payments received from the issuance of
     equity as and  when  received,  net of all legal, accounting, banking,
     underwriting, title, recording and  other  similar  fees and expenses,
     commissions,  discounts  and  other  issuance  expenses  incurred   in
     connection  therewith and all taxes required to be paid or accrued (or
     estimated in  good  faith  to  be required to be paid or accrued) as a
     consequence of such issuance.

          "Non-BA Lender" means a Canadian  Facility  Lender which is not a
     bank  governed  by  the BANK ACT (Canada) and in favor  of  which  are
     issued Discount Notes.

          "Non-Consenting  Lender"  has  the  meaning  given  such  term in
     SECTION 3.9(B).

          "Non-Funding  Lender"  has the meaning given such term in SECTION
     3.7.

          "Notes"  means,  collectively,   the   promissory  notes  of  the
     applicable Facility Borrowers evidencing US Revolving  Credit Loans or
     US  Term  Loans  or  Term  B  Loans, as the case may be, executed  and
     delivered to the applicable Lenders  substantially  in  the  forms  of
     EXHIBITS  G-1,  G-2 AND G-3, respectively, with appropriate insertions
     as to amounts, dates and names of such Lenders.

          "Notice Officers"  has  the meaning given to such term in SECTION
     10.10.

          "Obligations" means the obligation  to  pay (i) the principal and
     interest on the Loans, (ii) the Reimbursement  Obligations,  (iii) all
     Rate  Hedging  Obligations  of  any Borrower to any Lender which arise
     under a Hedge Agreement, and (iv)  all  other obligations, liabilities
     and Indebtedness of the Borrowers to the  Lenders or the Agents or the
     US Collateral Agent or the Canadian Collateral  Trustee  hereunder  or
     under any one or more of the other Loan Documents.

          "Original  Closing  Date" means March 19, 1996, the date on which
     the Borrowers, the Agents  and  certain  of  the Lenders first entered
     into the Credit Agreement.

          "Outstandings" means, as the context may  require,  at  any date,
     (i)  with  respect  to  any  certain Facility, the aggregate principal
     amount of the Loans then outstanding  under  such  Facility, including
     the  aggregate  face  amount of Bankers' Acceptances then  outstanding
     thereunder, and the then  aggregate amount remaining undrawn under the
     Letters  of Credit issued thereunder  plus  Reimbursement  Obligations
     relating thereto  then  outstanding  (in each case net against amounts
     deposited  in  accordance  with  SECTION 5.10  in  a  Cash  Collateral
     Account) and (ii) with respect to  all  the  Facilities, the aggregate
     principal  amount  of  the  Loans  then  outstanding   under  all  the
     Facilities,   including   the   aggregate   face  amount  of  Bankers'
     Acceptances then outstanding thereunder, and the then aggregate amount
     remaining undrawn under the Letters of Credit  issued  thereunder plus
     Reimbursement  Obligations relating thereto then outstanding  on  such
     date.

          "Participating  Lenders"  has  the  meaning  given  such  term in
     SECTION 5.12.

     "Participation" means, as the context may require, (i) with respect to
     any Lender (other than the applicable Issuing Bank), the extension  of
     credit  represented  by  the  participation  of  such  Lender  in  the
     liability of such Issuing Bank in respect of a Letter of Credit issued
     by  the  Issuing  Bank  in accordance with the terms hereof, (ii) with
     respect to any Lender, the  extension  of  credit  represented  by the
     participation  of such Lender in the liability of another Lender under
     a Facility to which  the  participating  Lender  is  not  a  party  in
     accordance  with  SECTION  5.12  hereof  and (iii) with respect to any
     Canadian Revolving Credit Facility Lender  (other  than  the  Canadian
     Swing  Line  Facility Lender), the extension of credit represented  by
     the participation  of  such  Lender  in  the liability of the Canadian
     Swing Line Facility Lender in respect of a  Canadian  Swing  Line Loan
     made in accordance with the terms hereof.

          "PBGC"  means  the  Pension Benefit Guaranty Corporation and  any
     successor thereto.

          "Pension Plan" means  any  employee  benefit  plan,  other than a
     Multiemployer Plan, that is subject to the provisions of Title  IV  of
     ERISA  or  Section  412  of the Code and (i) that is maintained by any
     Borrower or any ERISA Affiliate  or  (ii) in respect of which any such
     entity would reasonably be expected to  have  liability under Sections
     4042, 4062, 4064 or 4069 of ERISA in the event  such  plan has been or
     were to be terminated.

          "Permitted Liens" means those liens permitted under SECTION 11.4.

          "Person"  means  an individual, partnership, corporation,  trust,
     unincorporated  organization,   association,   joint   venture   or  a
     government or agency or political subdivision thereof.

          "Pledge  Agreement"  means,  collectively (or individually as the
     context may indicate), (i) that certain  Stock  Pledge Agreement dated
     as  of the Original Closing Date between each of Consoltex,  Consoltex
     USA and  Consoltex  Mexico and the US Collateral Agent for the benefit
     of the Lenders, (ii)  that  certain Stock Pledge Agreement dated as of
     the Original Closing Date between  each  of Consoltex (USA), Consoltex
     Mexico and Consoltex and the US Collateral  Agent  for  the benefit of
     the Lenders, (iii) that deed of hypothec by Consoltex Group  in  favor
     of  the  Canadian  Collateral  Trustee, (iv) that certain Stock Pledge
     Agreement dated as of October 22,  1999  between  Marino  and  the  US
     Collateral  Agent  for  the  benefit  of  the  Lenders,  and  (v)  any
     additional Stock Pledge Agreement delivered pursuant to SECTION 10.17,
     as hereafter amended, modified or supplemented from time to time.

          "Pledged  Stock" has the meaning given to such term in the Pledge
     Agreement and also means the shares of Consoltex listed in Schedule A,
     paragraph A.1, of  the  deed of hypotec referred to in clause (iii) of
     the definition of "Pledge Agreement."

     "Principal Office" means,  when  used  in relation to (i) the Canadian
     Agent: the office of the Canadian Agent  at  National  Bank of Canada,
     600,  rue de La Gaucheti<e`>re Ouest, Syndication Canada,  9th  Floor,
     Montr<e'>al,  Qu<e'>bec,  H3B  4L2, Attention: Senior Manager, or such
     other office and address as the  Canadian  Agent may from time to time
     designate  to  the  applicable  Facility Borrowers  and  the  Canadian
     Facility Lenders for such purpose and to (ii) the US Agent: the office
     of the US Agent at Bank of America,  N.A.,  Independence  Center, 15th
     Floor,  NC1-001-15-04,  Charlotte,  North  Carolina  28255, Attention:
     Agency Services, or such other office and address as the  US Agent may
     from  time to time designate to the applicable Facility Borrowers  and
     the US Facility Lenders for such purpose.

          "Principals" means LGHBV and Richard H. Willett.

          "Prime  Rate"  means  the  rate  of  interest per annum announced
     publicly by the US Agent as its prime rate  from  time  to  time.  The
     Prime Rate is not necessarily the best or the lowest rate of  interest
     offered by the US Agent.

          "Rafytek" means Rafytek, S.A. de C.V., a Mexican corporation.

          "Rafytica" means Rafytica, S.A., a Costa Rican corporation.

          "Rate  Hedging  Obligations" means any and all obligations of  or
     investments by any Borrower  or  any  Subsidiary,  whether absolute or
     contingent and howsoever and whensoever created, arising, evidenced or
     acquired (including all renewals, extensions and modifications thereof
     and substitutions therefor), under (i) any and all agreements, devices
     or  arrangements  designed  to  protect  at least one of  the  parties
     thereto from the fluctuations of interest  rates,  exchange  rates  or
     forward  rates  applicable  to  such  party's  assets,  liabilities or
     exchange transactions, including, but not limited to, Canadian Dollar-
     denominated  or US Dollar-denominated or cross-currency interest  rate
     exchange agreements,  forward  currency  exchange agreements, interest
     rate cap or collar protection agreements,  forward  rate  currency  or
     interest  rate  options,  puts,  warrants  and those commonly known as
     interest rate "swap" agreements; and (ii) any  and  all cancellations,
     buybacks,  reversals,  terminations  or  assignments  of  any  of  the
     foregoing.

          "Reference  Rate"  means  the  interest  rate per annum announced
     publicly from time to time by NBC as being its  reference rate then in
     effect for determining the interest rate on commercial  loans  made by
     NBC  in  Canada  in  Canadian  Dollars or, when used in relation to US
     Dollar Advances, in US Dollars.

          "Regulation D" means Regulation  D  of the Board, as the same may
     be amended or supplemented from time to time.

     "Regulatory Change" means any change effective  after the Closing Date
     in  Canadian federal or provincial laws or regulations  or  in  United
     States  of  America  federal  or  state laws or regulations (including
     Regulation D and capital adequacy regulations  and  Guideline  "A" for
     banks  issued  by  the  office  of  the  Superintendent  of  Financial
     Institutions  (Canada))  or  the  adoption or making after the Closing
     Date of any interpretations, directives  or  requests  applying  to  a
     class  of banks, which includes any of the Lenders, under any Canadian
     federal  or  provincial  or  United States of America federal or state
     (whether  or not having the force  of  law)  by  any  governmental  or
     monetary authority  charged  with the interpretation or administration
     thereof or compliance after the  Closing  Date  by any Lender with any
     request or directive regarding capital adequacy, whether or not having
     the force of law, in each of the foregoing cases  if failure to comply
     therewith would be unlawful or result in an adverse action being taken
     by  such  governmental  or monetary authority against  the  applicable
     Lender and if published or effective after the date hereof.

          "Reimbursement  Obligations"   shall   mean   at  any  time,  the
     obligations of a Borrower to reimburse the applicable Issuing Bank and
     the  Canadian  Revolving Credit Facility Lenders or the  US  Revolving
     Credit Facility  Lenders,  as  the case may be, to the extent of their
     respective Participations for amounts  theretofore paid by the Issuing
     Bank pursuant to a drawing under any Letter  of  Credit  to the extent
     such  obligations  have  not  been  satisfied by or on behalf of  such
     Borrower prior to such time, whether  from the proceeds of a Base Rate
     Refunding Loan or otherwise.

          "Related Indemnified Party" has the  meaning specified in SECTION
     14.9.

          "Related LC Documents" has the meaning  given  to  such  term  in
     SECTION 4.2(G)(I).

          "Related  Party"  with  respect  to  any  Principal means (i) any
     controlling stockholder, 80% (or more) owned Subsidiary,  or spouse or
     immediate  family  member  (in  the  case  of  an  individual) of such
     Principal or (ii) trust, corporation, partnership or other entity, the
     beneficiaries, stockholders, partners, owners or Persons  beneficially
     holding an 80% or more controlling interest of which consist  of  such
     Principal  or  such  other  Persons  referred  to  in  the immediately
     preceding clause (i).

          "Relevant  Agent"  means the Canadian Agent or the US  Agent,  as
     applicable.

          "Repurchase Agreement"  means a repurchase agreement entered into
     with any financial institution  whose  debt  obligations or commercial
     paper are rated "A" by either of S&P or Moody's or "A-1" by S&P or "P-
     1" by Moody's.

     "Required Lenders" means, as of any date, Lenders  on such date having
     Credit  Exposures (as defined below) aggregating at least  66-2/3%  of
     the aggregate  Credit  Exposures  of  all  the  Lenders  on such date,
     PROVIDED  THAT so long as the Lenders acting as the US Agent  and  the
     Canadian Agent  on  the Closing Date have Credit Exposures aggregating
     at least 66-2/3% of the  aggregate  Credit  Exposures  of all Lenders,
     "Required  Lenders"  shall  mean,  as  of any date, the US Agent,  the
     Canadian Agent and at least one other Lender.   For  purposes  of  the
     preceding sentence, the amount of the "CREDIT EXPOSURE" of each Lender
     (i)  at  any  time  prior  to the occurrence of an Acceleration Event,
     shall be equal to the sum of  the  aggregate  principal amount of such
     Lender's Commitment under the Revolving Credit Facilities (unless such
     Lender is a Non-Funding Lender, in which event  such  amount  shall be
     the aggregate principal amount of Loans owing to such Lender under the
     Revolving  Credit  Facilities  (including  the face amount of Bankers'
     Acceptances  accepted  by  such  Lender)), plus  the  amount  of  such
     Lender's Applicable Commitment Percentage,  if  any,  of  Outstandings
     under  the  Letter  of  Credit Facilities (unless such Lender has  not
     funded its Participation in a Reimbursement Obligation, in which event
     such amount shall be such Lender's Applicable Commitment Percentage of
     undrawn  and  outstanding  Letters   of  Credit  plus  the  amount  of
     Participations in outstanding Reimbursement Obligations it has funded)
     plus, if the Term Loan Facilities or the Term B Loan Facility have not
     been repaid or prepaid in full prior to  such time, the amount of such
     Lender's Commitment under the Term Loan Facilities and the Term B Loan
     Facility, as applicable; and (ii) at any time  after the occurrence of
     an  Acceleration  Event,  shall  be  equal to the aggregate  principal
     amount  of all Outstandings owing to such  Lender  after  taking  into
     account all payments actually received or made by such Lender pursuant
     to SECTION 5.12 hereof; PROVIDED THAT, if any Lender shall have failed
     to pay to  the  Canadian  Issuing  Bank or the US Issuing Bank, as the
     case may be, its Applicable Commitment Percentage of any Reimbursement
     Obligation, the Credit Exposure of such  Lender  attributable  to such
     Letters of Credit and Reimbursement Obligations shall be deemed  to be
     held  by  the  Lender  that  is  also  the applicable Issuing Bank for
     purposes of this definition.  For purposes  of  SECTION  13.9,  Credit
     Exposures  shall  be  determined  only  with  respect  to the Canadian
     Facilities or the US Facilities or the Term B Facility, as applicable.

          "Required Principal Payments" means, with respect to  any  Person
     for  any  period,  any  regularly  scheduled  principal payment or any
     required prepayment or redemption of Indebtedness  for  Money Borrowed
     of such Person to be made during such period, but excluding  any  such
     payments to the extent refinanced through the incurrence of additional
     Indebtedness otherwise expressly permitted under SECTION 11.5.

          "Restricted   Payment"   means   (a)   any   dividend   or  other
     distribution,  direct  or  indirect,  on account of any shares of  any
     class  of stock of any Borrower or any Subsidiary  (other  than  those
     payable or distributable solely to a Borrower or any Guarantor) now or
     hereafter outstanding, except a dividend payable solely in shares of a
     class of  stock  to  the  holders  of  that class; (b) any redemption,
     conversion, exchange, retirement or similar payment, purchase or other
     acquisition for value, direct or indirect,  of  the  principal  of any
     Subordinated  Debt or any shares of any class of stock of any Borrower
     or any Subsidiary (other than those payable or distributable solely to
     a Borrower or any Guarantor) now or hereafter outstanding; and (c) any
     payment made to retire, or to obtain the surrender of, any outstanding
     warrants, options  or  other  rights to acquire shares of any class of
     stock of any Borrower now or hereafter outstanding.

          "Revolving Credit Facilities  Lender"  means  one or the other of
     the  Canadian Revolving Credit Facility Lenders and the  US  Revolving
     Credit Facility Lenders.

          "Revolving  Credit  Facility"  means,  one  or  the  other of the
     Canadian  Revolving  Credit  Facility  and  the  US  Revolving  Credit
     Facility.

          "Revolving  Credit  Loan" means, individually or collectively  as
     the context may require, the  Canadian  Revolving Credit Loans and the
     US Revolving Credit Loans.

     "Revolving Credit Termination Date" means the earliest to occur of (i)
     the  Stated Termination Date, (ii) the termination  of  the  Revolving
     Credit  Facilities  Lenders'  Obligations pursuant to SECTION 12.1, or
     (iii) the voluntary and permanent  termination  of  all  (but not less
     than  all)  of the Revolving Credit Facilities and the Canadian  Swing
     Line Facility  by  payment  in  full  of  all  Outstandings  under the
     Revolving Credit Facilities, the Canadian Swing Line Facility  and the
     Letter  of Credit Facilities or cancellation or cash collateralization
     pursuant to the Cash Collateral Agreement of all Letters of Credit and
     Bankers'  Acceptances  and  by  termination  of  the Total Commitments
     thereunder in accordance with SECTION 3.5.

          "Royalton" has the meaning given thereto in the preamble hereof.

          "Royalton  Acquisition"  means the Acquisition  of  Royalton  and
     Vestco in February, 1999 in accordance  with the terms of SECTION 11.2
     as then in effect.

          "S&P" means Standard & Poor's Ratings  Group,  a  division of The
     McGraw-Hill Companies.

          "Security Agreement" means, collectively (or individually  as the
     context may indicate), (i) that certain Security Agreement dated as of
     the  Original  Closing Date by the Borrowers and the Guarantors (other
     than Consoltex Mexico,  Rafytek  and  Rafytica)  to  the US Collateral
     Agent and the Canadian Collateral Trustee, (ii) that certain  Security
     Agreement dated as of October 22, 1999 by Marino and Walpole to the US
     Collateral  Agent  and the Canadian Collateral Trustee, and (iii)  any
     additional Security  Agreement  delivered  to  the  Agents pursuant to
     SECTION  10.17,  as  hereafter modified, amended or supplemented  from
     time to time.

          "Security Instruments" means, collectively, the Pledge Agreement,
     the Security Agreement,  the Mortgages, the Cash Collateral Agreement,
     and all other agreements, instruments and other documents, whether now
     existing or hereafter in effect,  pursuant  to which the Borrowers and
     the Guarantors (other than Rafytek and Rafytica) shall grant or convey
     to the US Agent, the Lenders, the Canadian Agent,  the  US  Collateral
     Agent  or  the  Canadian  Collateral  Trustee  a  Lien  in property as
     security for all or any portion of the Obligations, including  without
     limitation each of the deed of hypothec and issue of bonds granted  by
     each  of  Consoltex  and  Consoltex  Group  in  favor  of the Canadian
     Collateral Trustee, each of the bonds issued or to be issued from time
     to time by each of Consoltex and Consoltex Group in favor  of  each of
     the  Lenders,  each  of the pledge of bond agreement granted or to  be
     granted from time to time  by each of Consoltex and Consoltex Group in
     favor of each of the Lenders,  each  security under Section 427 of the
     BANK ACT (Canada) granted by Consoltex  in  favor of the Lenders under
     the  Canadian  Facilities which are banks governed  by  the  BANK  ACT
     (Canada), the conditional trademark license agreements by Consoltex in
     favor of the Canadian  Collateral  Trustee  and  the  special power of
     attorney with respect to intellectual property by Consoltex  in  favor
     of  the  Canadian  Collateral  Trustee, as any of them may be amended,
     modified or supplemented from time to time.

          "Segment" means, as the context may require, (i) a portion of the
     principal amount outstanding under  any  Facility  (or all thereof) in
     the same currency with respect to which a particular  interest rate is
     (or is proposed to be) applicable or (ii) a portion of  the  principal
     amount  outstanding  under any Canadian Facility which is utilized  by
     way of Bankers' Acceptances.

     "Selection Notice" means a written notice in substantially the form of
     EXHIBIT  F  delivered  to   the   Relevant   Agent  by  an  Authorized
     Representative  in connection with (i) the election  of  a  subsequent
     Interest Period for  any Eurodollar Rate Loan or the conversion of any
     Eurodollar Rate Loan under a particular Facility into a Base Rate Loan
     under such Facility or  the  conversion  of any Base Rate Loan under a
     particular Canadian Facility into a Eurodollar  Rate  Loan  under such
     Facility, (ii) the conversion of any Canadian Dollar Segment  under  a
     particular  Canadian  Facility  into  a  US  Dollar Segment under such
     Facility  or  of  any  US  Dollar Segment under a particular  Canadian
     Facility into a Canadian Dollar Segment under such Facility, (iii) the
     election of a subsequent period  for  any  Bankers' Acceptances or the
     conversion of any Bankers' Acceptances under  a Canadian Facility into
     Base Rate Loans or Eurodollar Rate Loans under  such Canadian Facility
     and (iv) the conversion of a Base Rate Loan or a  Eurodollar Rate Loan
     under  a  Canadian  Facility  into  Bankers'  Acceptances  under  such
     Canadian Facility.

          "Selling Lender" has the meaning given such term in SECTION 5.12.

          "Solvent" means, when used with respect to any Person that at the
     time of determination such Person, together with its subsidiaries on a
     consolidated basis,

               (i)  has  assets  the  fair  value of which  (both  at  fair
          valuation and at present fair saleable value on an orderly basis)
          is in excess of the total amount of  its  liabilities,  including
          contingent liabilities; and

               (ii) is then able and expects to be able to pay its debts as
          they mature; and

               (iii)  has  capital  sufficient to carry on its business  as
          conducted and as proposed to be conducted.

          "Stated Termination Date" means October 31, 2000.

          "Statutory Permitted Liens" means those Permitted Liens set forth
     in SECTIONS 11.4(B), (C), (D), (E), (H), (I), (J), (R), (S) AND (U).

          "Stockholders Agreement" means  the  stockholders agreement dated
     September 9, 1999 among AIP, LGHBV, Les Gantiers  Limited, The Big Sky
     Trust and Consoltex Group.

          "Subordinated Debt" means all Obligations (as  defined as of this
     date  in the Subordinated Indenture) with respect to the  Subordinated
     Notes.

          "Subordinated Indenture" means that certain Indenture dated as of
     September  30,  1993  among Consoltex Group, Consoltex USA, Consoltex,
     Balson-Hercules,  LINQ  and   First  Trust  National  Association,  as
     Trustee, as amended from time to time in accordance with its terms.

          "Subordinated Notes" has the meaning given the term "Notes" as of
     this date in the Subordinated Indenture.
          "Subsidiary"  means  (i)  any   subsidiary  (within  the  meaning
     ascribed  to  it  as  of  the  date  hereof  in  the  CANADA  BUSINESS
     CORPORATIONS ACT) of any Borrower or any one or more of any Borrower's
     Subsidiaries, (ii) any corporation or other entity  in which more than
     50%  of its outstanding voting stock or more than 50%  of  all  equity
     interests is owned directly or indirectly by any Borrower or by one or
     more of  any  Borrower's  Subsidiaries  and  (iii)  any partnership or
     limited partnership of which more than 50% of the outstanding units or
     interests are owned directly or indirectly by any Borrower  or  by one
     or more of any Borrower's Subsidiaries.

          "Term B Borrower" means Consoltex USA.

          "Term  B  Guarantors"  means  Consoltex Group, Consoltex, Balson-
     Hercules, LINQ, Marino and Walpole.

          "Term B Loan" means any Advance  made  pursuant  to  Tranche A of
     Term B Loan Facility or Tranche B of Term B Loan Facility.

          "Term  B  Loan Facility" means Tranche A of Term B Loan  Facility
     and Tranche B of Term B Loan Facility.

          "Term B Loan  Facility  Lender"  means  collectively, each Lender
     identified  as such on EXHIBIT A hereto as being  a  Lender  having  a
     Commitment under  the  Term  B  Loan Facility and each other financial
     institution that is an assignee thereof  and  executes and delivers an
     Assignment and Acceptance pursuant to SECTION 3.9  OR  14.1  in  which
     such institution acquires a Commitment under such Facility.

          "Term B Loan Maturity Date" means October 31, 2000.

          "Term B Loan Termination Date" means (i) the Term B Loan Maturity
     Date  or (ii) such earlier date of (A) the termination of the Lenders'
     obligations  pursuant  to  SECTION  12.1,  or  (B)  the  voluntary and
     permanent termination of the Term B Loan Facility by payment  in  full
     of all Obligations incurred in connection with the Term B Loan.

          "Term  Loan"  means,  collectively or individually as the context
     may require, the Canadian Term Loan and the US Term Loan.

          "Term  Loan Facility" means,  each  of  the  Canadian  Term  Loan
     Facility and the US Term Loan Facility.

          "Term Loan Facility Lender" means any one or more of the Canadian
     Term Loan Facility Lenders and the US Term Loan Facility Lenders.

          "Term Loan Maturity Date" means October 31, 2000.

     "Term Loan Termination  Date" means (i) the Term Loan Maturity Date or
     (ii)  such  earlier  date of  (A)  the  termination  of  the  Lenders'
     obligations  pursuant to  SECTION  12.1,  or  (B)  the  voluntary  and
     permanent termination  of  both  (but  not  only one) of the Term Loan
     Facilities  by  payment  in  full  of  all  Obligations   incurred  in
     connection with the Term Loans.

          "Termination Event" means: (i) a "Reportable Event" described  in
     Section  4043  of  ERISA  with  respect to any Pension Plan subject to
     Title  IV  of ERISA (unless the 30-day  notice  requirement  has  been
     waived); or (ii) the withdrawal of any Borrower or any ERISA Affiliate
     from a Pension Plan subject to Title IV of ERISA during a plan year in
     which it was a "substantial employer" as defined in Section 4001(a)(2)
     of ERISA; or  (iii)  the  termination  of  a  Pension  Plan subject to
     Title  IV  of  ERISA,  the filing of a notice of intent under  Section
     4041(c) of ERISA to terminate  any  such  plan  or the treatment of an
     amendment to any such plan as a termination under  Section  4041(e) of
     ERISA;  or (iv) the institution of proceedings to terminate a  Pension
     Plan under  subject to Title IV of ERISA by the PBGC; or (v) any other
     event or condition  which constitutes grounds under Section 4042(a) of
     ERISA for the termination  of,  or  the  appointment  of  a trustee to
     administer,  any Pension Plan subject to Title IV of ERISA,  PROVIDED,
     HOWEVER, that  the event or condition described in Section 4042(a), of
     ERISA shall be a  Termination  Event only if the PBGC shall have given
     notice to the Pension Plan that  it has made a determination that such
     an  event  or  condition  exists;  or (vi)  the  partial  or  complete
     withdrawal of the Borrower or any ERISA Affiliate from a Multiemployer
     Plan; or (vii) the imposition of a lien with respect to a Pension Plan
     pursuant to Section 412 of the Code or Section 302 of ERISA; or (viii)
     the reorganization of a Multiemployer Plan under Section 4241 of ERISA
     under Foreign Benefit Law; or (ix) the  termination of a Multiemployer
     Plan under Section 4041A of ERISA.

          "Total  Commitment"  means  (i)  with  respect  to  the  Canadian
     Revolving Credit Facility, an aggregate principal  amount  equal to US
     $20,588,235  as  reduced from time to time in accordance with  Section
     3.5,  (ii)  with respect  to  the  Canadian  Term  Loan  Facility,  an
     aggregate principal  amount equal to US $6,875,000, (iii) with respect
     to the US Revolving Credit  Facility  an  aggregate  principal  amount
     equal  to  US  $36,911,765, as reduced from time to time in accordance
     with SECTION 3.5,  (iv)  with  respect to the US Term Loan Facility an
     aggregate principal amount equal to US $6,875,000 and (v) with respect
     to Term B Loan Facility, an aggregate  principal  amount  equal  to US
     $43,000,000, with a sublimit for Tranche A of the Term B Loan Facility
     in  an  aggregate  principal  amount  equal  to  US  $25,000,000 and a
     sublimit  for  Tranche B of the Term B Loan Facility in  an  aggregate
     principal amount equal to US $18,000,000.

          "Tranche A  of  Term  B  Loan" means the Advance of US$25,000,000
     made  on August 2, 1999 pursuant  to  the  Term  B  Loan  Facility  in
     accordance with ARTICLE IIA to the Facility Borrower.

          "Tranche  A of Term B Loan Facility" means the facility described
     in ARTICLE IIA providing for the Advance in US Dollars in favor of the
     Facility Borrower  in the aggregate principal amount of the applicable
     sublimit of the Total Commitment applicable to such Facility on August
     2, 1999.

          "Tranche B Funding Date" means the first date on which all of the
     conditions set forth in SECTION 8.2 have been satisfied.
          "Tranche B of Term  B Loan" means the Advance of US$18,000,000 to
     be made on the Tranche B Funding  Date  pursuant  to  the  Term B Loan
     Facility in accordance with ARTICLE IIA to the Facility Borrower in US
     Dollars.

          "Tranche B of Term B Loan Facility" means the facility  described
     in ARTICLE IIA providing for the Advance in US Dollars in favor of the
     Facility  Borrower in the aggregate principal amount of the applicable
     sublimit of  the  Total  Commitment applicable to such Facility on the
     Tranche B Funding Date.

          "US  Agent" has the meaning  given  such  term  in  the  preamble
     hereto.

          "US Collateral  Agent"  means  Bank of America, N.A. successor in
     interest  to   NationsBank,  National Association,  or  any  successor
     thereto, as collateral agent pursuant  to the Security Instruments and
     the US Agent acting in such capacity.

          "US  Dollars" and the symbol "US $"  means  dollars  constituting
     legal tender for the payment of public and private debts in the United
     States of America  and,  whenever used in relation to Advances, Loans,
     Segments or Letters of Credit  under the Canadian Facilities, includes
     the Canadian Dollars equivalent thereof.

          "US  Facilities Lenders" means,  collectively,  each  of  the  US
     Revolving Credit  Facility  Lenders  and  the  US  Term  Loan Facility
     Lenders.

          "US  Facility"  means,  one  or  the  other  of the US Term  Loan
     Facility and the US Revolving Credit Facility.

          "US Issuing Bank" means initially Bank of America  and thereafter
     any US Revolving Credit Facility Lender which is the successor to Bank
     of America as issuer of US Letters of Credit under ARTICLE IV.

          "US  Letter  of Credit" means a standby or commercial  letter  of
     credit issued under the US Revolving Credit Facility by the US Issuing
     Bank for the account  of an applicable Facility Borrower in favor of a
     Person advancing credit to or securing an obligation on behalf of such
     Facility Borrower.

          "US Letter of Credit  Facility"  means  the facility described in
     ARTICLE IV hereof providing for the issuance by  the  US  Issuing Bank
     for the account of the applicable Facility Borrowers of US  Letters of
     Credit  in  an  aggregate  stated  amount at any time outstanding  not
     exceeding US $5,000,000.

          "US Revolving Credit Facility"  means  the  facility described in
     ARTICLE III hereof providing for Advances in US Dollars in favor or at
     the  request  of  an  applicable  Facility  Borrower (subject  to  the
     Consoltex Mexico Borrowing Limit) in an aggregate  principal amount at
     any time outstanding not exceeding the Total Commitment  applicable to
     such Facility at such time.

     "US  Revolving  Credit  Facility  Lenders"  means, collectively,  each
     Lender identified as such on EXHIBIT A hereto as being a Lender having
     a  Commitment under the US Revolving Credit Facility  and  each  other
     financial  institution  that  is  an assignee thereof and executes and
     delivers an Assignment and Acceptance  pursuant to SECTION 3.9 OR 14.1
     in which such institution acquires a Commitment under such Facility.

          "US  Revolving  Credit Loan" means any  Loan,  including  without
     limitation any Base Rate Refunding Loan, under the US Revolving Credit
     Facility made in accordance  with ARTICLE III to any Facility Borrower
     thereunder (subject to the Consoltex Mexico Borrowing Limit).

          "US Term Loan" means, collectively, (i) the Advance made pursuant
     to the US Term Loan Facility in  accordance with ARTICLE II to LINQ in
     US Dollars and (ii) the Advance made  pursuant  to  the  US  Term Loan
     Facility  in  accordance  with  ARTICLE  II to Consoltex Mexico in  US
     Dollars (subject to the Consoltex Mexico Borrowing Limit).

          "US Term Loan Facility" means the facility  described  in ARTICLE
     II  providing  for  Advances  in  US  Dollars in favor of the Facility
     Borrowers (subject to the Consoltex Mexico  Borrowing  Limit)  in  the
     aggregate  principal amount of the Total Commitment applicable to such
     Facility on the Closing Date.

          "US Term  Loan Facility Lenders" means, collectively, each Lender
     identified as such  on  EXHIBIT  A  hereto  as being a Lender having a
     Commitment under the US Term Loan Facility and  each  other  financial
     institution  that is an assignee thereof and executes and delivers  an
     Assignment and  Acceptance  pursuant  to  SECTION 3.9 OR 14.1 in which
     such institution acquires a Commitment under such Facility.

          "Vera Pak" has the meaning given thereto in the preamble hereof.

          "Vestco" has the meaning given thereto in the preamble hereof.

          "Walpole" has the meaning given thereto in the preamble hereof.

     ..   RULES   OF   INTERPRETATION.   ()   All  accounting   terms   not
specifically defined herein  shall have the meanings assigned to such terms
and shall be interpreted in accordance  with  GAAP.  In  reference  to  the
application  of  GAAP,  the  accounting  principles  observed in the period
referred to shall be comparable in all material respects  to  those applied
in  the preparation of the audited financial statements of Consoltex  Group
referred to in SECTION 9.5(A).

     ()   Each  term  defined  in Article 1, 8 or 9 of the New York Uniform
Commercial  Code  shall have the meaning  given  therein  unless  otherwise
defined herein, except  to  the  extent that the Uniform Commercial Code or
the  equivalent  thereto of another  jurisdiction  or  the  Civil  Code  of
Qu<e'>bec (the "Alternate  Code")  is controlling in respect of attachment,
perfection, priority or enforcement,  in  which  case such terms shall have
the meaning given in the Alternate Code.

()   The headings, subheadings and table of contents  used herein or in any
other Loan Document are solely for convenience of reference  and  shall not
constitute  a part of any such document or affect the meaning, construction
or effect of any provision thereof.

     ()   Except  as  otherwise  expressly  provided,  references herein to
articles, sections, paragraphs, clauses, annexes, appendices,  exhibits and
schedules  are  references  to  articles,  sections,  paragraphs,  clauses,
annexes, appendices, exhibits and schedules in or to this Agreement.

     ()   All  definitions  set  forth herein or in any other Loan Document
shall apply to the singular as well  as  the  plural  form  of such defined
term, and all references to the masculine gender shall include reference to
the feminine or neuter gender, and VICE VERSA, as the context may require.

     ()   When  used  herein or in any other Loan Document, words  such  as
"Loan Document", "this  agreement",  "hereunder",  "hereto",  "hereof"  and
"herein"  and  other words of like import shall, unless the context clearly
indicates to the  contrary,  refer to the whole of the applicable document,
together with all exhibits, schedules  and appendices thereto, as it may be
amended, modified, supplemented or restated  from  time  to time and not to
any particular article, section, subsection, paragraph or clause thereof.

     ()   References  to "including" means including without  limiting  the
generality of any description preceding such term.

     ()   All dates and  times of day specified herein without reference to
a specific location shall  refer  to  such  dates and times at Montr<e'>al,
Canada and Charlotte, North Carolina, as applicable.

     ()   References to "or" shall in each event  include  a  reference  to
"and" in the alternative.

     ()   Each  of the parties to the Loan Documents and their counsel have
reviewed and revised,  or  requested  (or  had  the opportunity to request)
revisions to, the Loan Documents.


<PAGE>


                                 ARTICLE

                         THE TERM LOAN FACILITIES

     ..   TERM  LOANS.   Subject  to  the  terms  and  conditions  of  this
Agreement, (i) each US Term Loan Facility Lender severally  agrees  to make
an  Advance  in  US  Dollars  of the US Term Loan available to the Facility
Borrowers thereunder (subject to  the  Consoltex Mexico Borrowing Limit) on
the Original Closing Date on a pro rata  basis determined by its Applicable
Commitment Percentage of the US Term Loan; and (ii) each Canadian Term Loan
Facility  Lender severally agrees to make an  Advance  or  accept  Bankers'
Acceptances  in  Canadian  Dollars  or  US  Dollars  (as  selected  by  the
applicable  Facility  Borrower)  of the Canadian Term Loan available to the
Facility Borrowers thereunder on the  Original  Closing  Date on a pro rata
basis  determined by its Applicable Commitment Percentage of  the  Canadian
Term Loan.   The  principal  amount  of  each Segment, other than a Segment
utilized by way of Bankers' Acceptances, of the Term Loans outstanding from
time to time shall bear interest at an interest rate per annum equal to the
applicable Base Rate in effect from time to  time  or,  at  the  applicable
Facility Borrower's election, the applicable Eurodollar Rate from  time  to
time;  PROVIDED, HOWEVER, that each Eurodollar Rate Segment shall be in the
minimum  amount  of  US $500,000 and if greater, an integral multiple of US
$100,000.  No amount of  the Term Loans repaid or prepaid may be reborrowed
hereunder, and no subsequent  Advance  of  Term  Loans shall be made by any
Lender after the Original Closing Date; PROVIDED, HOWEVER, Interest Periods
(including periods of Bankers' Acceptances) with respect  to the Term Loans
may be elected or converted in accordance with SECTION 5.5.

     ..   TERM LOAN ADVANCE.  On the Original Closing Date,  each Term Loan
Facility Lender made the Advance of the applicable Term Loan to  be made by
it on such day available by wire transfer to the Relevant Agent or,  in the
case  of  the  Canadian  Term  Loan Facility, accepted Banker's Acceptances
requested from it to be accepted,  in  the  amount  not  exceeding  in  the
aggregate its Commitment with respect to the Canadian Term Loan Facility or
the  US  Term  Loan  Facility, as the case may be.  Such wire transfer were
directed to the Relevant Agent at the Principal Office and were in the form
of  immediately available,  freely  transferable  Canadian  Dollars  or  US
Dollars,  as  requested  by  the Facility Borrowers under the Canadian Term
Loan Facility, or US Dollars with  respect to the US Term Loan.  The amount
so received by the Relevant Agent was,  subject to the terms and conditions
set  forth  in  ARTICLE VIII, made available  to  the  applicable  Facility
Borrowers under the applicable Term Loan Facility (subject to the Consoltex
Mexico Borrowing  Limit)  by  delivery  of the proceeds thereof on the same
date  and  in  immediately  available funds to  the  applicable  Borrowers'
Canadian Account or applicable  Borrowers'  US Account, as the case may be,
or  otherwise  as directed by an Authorized Representative  and  reasonably
acceptable to the  Relevant  Agent;  PROVIDED,  that  if any Lender accepts
Bankers' Acceptances, SECTION 5.1(C) shall apply.

     ..   PAYMENT OF PRINCIPAL.  The aggregate principal  amount of each of
the Term Loans outstanding as of the Closing Date shall be  repaid  by  the
applicable   Facility   Borrowers   in   five   (5)  consecutive  quarterly
installments on the dates and in the amounts set  forth  below  (as  any of
such  amounts  may  have  been reduced at or prior to such time pursuant to
SECTIONS 2.4 AND 2.5):

US Term Loan       Canadian Term Loan
     DATE                          AMOUNT         AMOUNT

     December 31, 1999        US $875,000    US $875,000
     March 31, 2000           US $875,000    US $875,000
     June 30, 2000                 US $875,000    US $875,000
     September 30, 2000            US $875,000    US $875,000
     October 31, 2000         All remaining  All remaining
                              principal      principal
                              outstanding    outstanding

PROVIDED, HOWEVER, that the  entire  amount  of Outstandings under the Term
Loan  Facilities  shall  be  due  and  payable in full  on  the  Term  Loan
Termination Date together with interest accrued thereon to such date.

     ..   OPTIONAL PREPAYMENTS.  Prepayments  may be made on each Term Loan
(including  with  respect  to  the  face  amount of Bankers'  Acceptances),
PROVIDED they be made for the same amounts  and  at  the same time for each
Term Loan, in whole or in part from time to time on any  Business  Day upon
not less than three (3) Business Days' prior written notice (effective upon
actual  receipt)  to  the  Agents,  which notice shall be irrevocable.  Any
prepayment of a Segment, whether a Base Rate Segment, a Bankers' Acceptance
Segment or a Eurodollar Rate Segment,  shall  be made at a prepayment price
equal to (i) the amount of principal to be prepaid,  plus  (ii) all accrued
and  unpaid  interest,  if  any, on the amount so prepaid, to the  date  of
prepayment, plus (iii) an amount  equal  to  the  interest  that would have
accrued on the principal amount to be prepaid at the applicable  Base  Rate
for  a period of 30 days following the date of such prepayment in the event
the source  of  funds  for  such  prepayment  is  other than cash flow from
ordinary business operations.  All prepayments under this SECTION 2.4 shall
be  made  in the minimum principal amount of US $500,000  or  any  integral
multiple of  US  $100,000  in  excess  thereof  (or in the entire remaining
principal balance of the Term Loans), and all such prepayments of principal
shall be applied to the installments of principal  set forth in SECTION 2.3
on a pro rata basis.

     ..   MANDATORY PREPAYMENTS.  In addition to the  required  payments of
principal  of  the  Term  Loans  set  forth in SECTION 2.3 and any optional
payments of principal of the Term Loans  effected  under  SECTION  2.4, the
following required prepayments (to be applied in ratable amounts to  reduce
the  Canadian  Term Loan,  the US Term Loan and the Term B Loan), each such
payment to be made  to the Relevant Agent for the benefit of the applicable
Term Loan Facility Lenders  and Term Loan B Facility Lenders, shall be made
within the time period specified below:

     () A prepayment shall be  made  from the cash proceeds of each private
     or public offering of equity securities  (including without limitation
     any security not constituting Indebtedness  on  the  date of its issue
     exchangeable,   exercisable   or   convertible   for  or  into  equity
     securities)  of  any  Borrower  or  any  Subsidiary  (other  than  (I)
     securities issued to any Borrower or another Subsidiary  or securities
     permitted  to  be  sold  or otherwise disposed of pursuant to  SECTION
     11.6(D), (F), (H) OR (I) OR  11.9(B)  AND  (C)  and  (II)  up  to CAN$
     3,000,000  in cash proceeds from the issue of securities in connection
     with the exercise  of  certain  options undertaken with respect to the
     AIP Tender) in an amount equal to  one  hundred  percent (100%) of the
     Net Proceeds of each issuance of equity securities  of any Borrower or
     any  Subsidiary,  each such prepayment to be made within  one  hundred
     twenty (120) days after  the  end  of  the  Fiscal  Year  in which any
     Borrower   received   such   Net  Proceeds,  which  payment  shall  be
     accompanied  by  a  certificate of  the  Chief  Financial  Officer  of
     Consoltex Group setting  forth  in  reasonable detail the calculations
     utilized in computing the amount of such prepayment;

          () A prepayment shall be made in an amount equal to fifty percent
     (50%) of Excess Cash Flow for each Fiscal  Year  (an "Excess Cash Flow
     Prepayment"), each such Excess Cash Flow Prepayment  to be made within
     one hundred twenty (120) days after the end of such Fiscal Year, which
     payment  shall be accompanied by a certificate of the Chief  Financial
     Officer of  Consoltex  Group  setting  forth  in reasonable detail the
     calculations utilized in computing Excess Cash  Flow and the amount of
     such prepayment;

          () Prepayments shall be made in an amount equal to the amount (an
     "asset deficiency amount") by which the Outstandings  under  the  Term
     Loan  Facilities  and  Tranche  A  of  the Term B Loan Facility on any
     Business  Day exceed an amount equal to fifty  percent  (50%)  of  the
     aggregate book  value of all Eligible Fixed Assets as set forth on the
     consolidated balance  sheet  of  Consoltex  Group and its Subsidiaries
     most recently delivered to the Lenders pursuant to SECTIONS 10.1(A)(I)
     OR 10.1(B)(I) prior to such time, or, if none  has  been so delivered,
     as set forth on such consolidated balance sheet described  in  SECTION
     9.5(A),  in  each  case  such  amount  to  be paid within fifteen (15)
     Business  Days  after any such determination of  an  asset  deficiency
     amount  and to be  accompanied  by  a  certificate  of  an  Authorized
     Representative  setting  forth  in  reasonable detail the calculations
     utilized in computing the amount of such prepayment.

All mandatory prepayments made pursuant to  this SECTION 2.5 shall be made,
at the option of the applicable Borrower or Borrowers,  (i)  in  compliance
with the terms of SECTION 5.10 or (ii) to the Relevant Agents upon not less
than  one (1) Business Day's prior written irrevocable notice and shall  be
applied  to  the  installments  of  principal  set  forth in SECTION 2.3 in
inverse order of their maturities with respect to prepayments made pursuant
to SECTION 2.5(A), (B) OR (C).

     ..   INTEREST PERIODS AND BANKERS' ACCEPTANCES.   Each Term Loan shall
be,  at  the  option  of  the Facility Borrowers specified in  a  Selection
Notice, comprised of either  Eurodollar Rate Segments or Base Rate Segments
(or in the case of the Canadian  Term  Loan, Bankers' Acceptances Segments)
or any combination thereof.

     ..   PAYMENT OF INTEREST.  Interest  on  the  outstanding  and  unpaid
principal  amount  of  each  Term  Loan (but not any Bankers' Acceptances),
commencing  on  the  date such Loan is  made  to  the  applicable  Facility
Borrower until such Segment  shall  be due, shall be paid at the applicable
Base Rate or Eurodollar Rate, as the  case  may  be,  as  designated in the
applicable Drawdown Notice or Selection Notice.

     ..   USE OF PROCEEDS.  The proceeds of the Term Loans  shall  be  used
exclusively  to refinance and cancel existing term indebtedness and working
capital facilities of the Borrowers.
                                ARTICLE IIA
                         THE TERM B LOAN FACILITY

     2A.1. TERM  B  LOANS.   Subject  to  the  terms and conditions of this
Agreement, each Term B Loan Facility Lender has  severally  made, or agrees
severally  to  make,  available  to  the Term B Borrower an Advance  in  US
Dollars (a) of the Tranche A of Term B Loan on August 2, 1999 on a pro rata
basis  determined  by  such Lender's Applicable  Commitment  Percentage  of
Tranche A of the Term B Loan and (b) of the Tranche B of Term B Loan on the
Tranche B Funding Date on  a  pro  rata  basis  determined by such Lender's
Applicable Commitment Percentage of Tranche B of  the  Term  B  Loan.   The
principal  amount of each Segment of the Term B Loans outstanding from time
to time shall  bear  interest  at  an  interest rate per annum equal to the
applicable Base Rate in effect from time  to  time  or,  at  the applicable
Facility Borrower's election, the applicable Eurodollar Rate from  time  to
time;  PROVIDED, HOWEVER, that each Eurodollar Rate Segment shall be in the
minimum  amount  of  US $500,000 and if greater, an integral multiple of US
$100,000.   No amount of  the  Term  B  Loans  repaid  or  prepaid  may  be
reborrowed hereunder.   No  subsequent Advance of Tranche A of Term B Loans
shall be made by any Lender after  August 2, 1999 and no subsequent Advance
of Tranche B of Term B Loans shall be  made by any Lender after the Tranche
B Funding Date; PROVIDED, HOWEVER, Interest  Periods  with  respect  to the
Term B Loans may be elected or converted in accordance with SECTION 5.5.

     2A.2.  TERM  B  LOAN  ADVANCE.   On  August  2, 1999, each Term B Loan
Facility Lender made the Advance of Tranche A of Term  B Loan to be made by
it on such day available by wire transfer to the US Agent in the amount not
exceeding its Applicable Commitment Percentage with respect to Tranche A of
Term  B  Loan Facility.  On the Tranche B Funding Date, each  Term  B  Loan
Facility Lender  shall  make  the Advance of Tranche B of Term B Loan to be
made by it on such day available  by  wire  transfer to the US Agent in the
amount not exceeding its Applicable Commitment  Percentage  with respect to
Tranche B of Term B Loan Facility.  Such wire transfers shall  be  directed
to  the  US  Agent  at  its  Principal  Office  and shall be in the form of
immediately  available, freely transferable US Dollars.    Subject  to  the
terms and conditions  set forth in ARTICLE VIII, the amounts so received by
the US Agent under Tranche  A  of  Term  B  Loan  Facility  have  been made
available  to  the applicable Facility Borrower and the amounts so received
by the US Agent  under  Tranche  B  of  Term  B Loan Facility shall be made
available to the applicable Facility Borrower,  in each case by delivery of
the proceeds thereof on the same date and in immediately available funds to
the applicable Borrowers' US Account or otherwise  as  shall be directed by
an Authorized Representative and reasonably acceptable to the US Agent.

     2A.3.  PAYMENT OF PRINCIPAL.  The entire amount of Outstandings  under
the Term B Loan  Facility  shall  be  due and payable in full on the Term B
Loan Termination Date together with interest accrued thereon to such date.

2A.4. OPTIONAL PREPAYMENTS.  Prepayments  may be made on the Term B Loan in
whole or in part from time to time on any Business  Day  upon not less than
three  (3)  Business  Days'  prior  written  notice (effective upon  actual
receipt) to the Agents, which notice shall be  irrevocable.  Any prepayment
of  a  Segment, whether a Base Rate Segment or a Eurodollar  Rate  Segment,
shall be made at a prepayment price equal to (i) the amount of principal to
be prepaid,  plus  (ii)  all  accrued  and  unpaid interest, if any, on the
amount so prepaid, to the date of prepayment.   All  prepayments under this
SECTION 2A.4 shall be made in the minimum principal amount  of  US $500,000
or any integral multiple of US $100,000 in excess thereof (or in the entire
remaining principal balance of the Term B Loan).

     2A.5. MANDATORY PREPAYMENTS.  In addition to any optional payments  of
principal  of the Term B Loans effected under SECTION 2A.4, the Term B Loan
shall be repaid in accordance with SECTION 2.5.

     2A.6. INTEREST  PERIODS.   Each Term B Loan shall be, at the option of
the Facility Borrowers specified in a Selection Notice, comprised of either
Eurodollar Rate Segments or Base Rate Segments or any combination thereof.

     2A.7. PAYMENT OF INTEREST.   Interest  on  the  outstanding and unpaid
principal amount of each Term B Loan, commencing on the  date  such Loan is
made to the applicable Facility Borrower until such Segment shall  be  due,
shall  be  paid at the applicable Base Rate or Eurodollar Rate, as the case
may be, as designated in the applicable Selection Notice.

     2A.8. USE  OF PROCEEDS.  The proceeds of the Tranche A of Term B Loans
have been used exclusively  to  pay  the  purchase  price  for  the  Marino
Acquisition  (as defined in SECTION 11.2) and for working capital and other
general corporate  purposes.  The proceeds of the Tranche B of Term B Loans
shall  be  used exclusively  to  pay  the  purchase  price  for  the  Atlas
Acquisition  (as defined in SECTION 11.2) and for working capital and other
general corporate purposes.





<PAGE>


                                 ARTICLE

                      THE REVOLVING CREDIT FACILITIES

     ..   REVOLVING LOANS.

     ()   COMMITMENT.   Subject   to  the  terms  and  conditions  of  this
Agreement, (i) each US Revolving Credit Facility Lender severally agrees to
make Advances in US Dollars to any  one  or  more of the Facility Borrowers
under the US Revolving Credit Facility (subject  to  the  Consoltex  Mexico
Borrowing  Limit)  on  a pro rata basis as to each US Revolving Credit Loan
requested by such Facility Borrowers on any day determined by such Lender's
Applicable Commitment Percentage  with  respect  to the US Revolving Credit
Facility; and (ii) each Canadian Revolving Credit Facility Lender severally
agrees to make Advances and accept Bankers' Acceptances in Canadian Dollars
or  US  Dollars (as selected by the applicable Facility  Borrower)  to  the
Facility  Borrowers  under  the Canadian Revolving Credit Facility on a pro
rata basis as to each Canadian  Revolving  Credit  Loan  requested  by such
Facility  Borrowers  on  any  day  determined  by  such Lender's Applicable
Commitment  Percentage  with  respect  to  the  Canadian  Revolving  Credit
Facility; PROVIDED, HOWEVER, that immediately after giving  effect  to each
such  Loan,  (i)  the  amount  of  Outstandings under both the US Revolving
Credit Facility and the US Letter of  Credit Facility on such day shall not
exceed the Total Commitment under the US  Revolving Credit Facility on such
day, (ii) the aggregate amount of Outstandings under the Canadian Revolving
Credit Facility, the Canadian Swing Line Facility  and  the Canadian Letter
of Credit Facility on such day shall not exceed the Total  Commitment under
the  Canadian  Revolving  Credit  Facility  on  such  day  and  (iii)   all
Outstandings  under all Facilities (other than the Term Loan Facilities and
the Term B Loan  Facility)  on such day shall not exceed the Borrowing Base
Availability on such day (with  respect to clauses (i), (ii) and (iii), the
"Maximum  Permissible Principal Amount").   Within  such  limits  (and  the
Consoltex  Mexico  Borrowing  Limit),  the  Facility  Borrowers  under  the
Revolving Credit  Facilities and under the Canadian Swing Line Facility may
borrow  and (under the  Canadian  Revolving  Credit  Facility  only)  issue
Bankers' Acceptances, pay or repay and reborrow, under the Revolving Credit
Facilities  and  under the Canadian Swing Line Facility on any Business Day
from the Original  Closing  Date until, but (as to borrowings, reborrowings
or  the  issuance of Banker's Acceptances)  not  including,  the  Revolving
Credit Termination Date.  Bankers' Acceptances are not available, and shall
not be issued or accepted under, the US Revolving Credit Facility.

     ()   AMOUNTS.  In  the event there shall be outstanding on any day (i)
Outstandings under either  Revolving Credit Facility in excess of the Total
Commitment under such Facility  on  such  day  (other than as a result of a
currency  determination referred to in SECTION 5.8)  or  (ii)  Outstandings
under all of  the  Facilities  (other than the Term Loan Facilities and the
Term B Loan Facility) in excess  of the Borrowing Base Availability on such
day the Facility Borrowers under the applicable Revolving Credit Facilities
shall make such payments and prepayments  on such day as shall be necessary
to satisfy such excess.  Each Revolving Credit  Loan  hereunder,  and  each
conversion  or continuation thereof under SECTION 5.5, other than Base Rate
Refunding Loans and Bankers' Acceptances, shall be in an amount of at least
US $100,000,  and,  if greater than US $100,000, an integral multiple of US
$100,000.

()   LOANS.  Unless otherwise  agreed with the Relevant Agent, no Revolving
Credit  Loan  will  be made unless  the  Relevant  Agent  has  received  an
irrevocable Drawdown  Notice  or  Selection Notice (as applicable) prior to
11:00 A.M. (x) on the Business Day  of  such  proposed  Loan that is a Base
Rate Loan (other than Base Rate Refunding Loans to the extent  the same are
effected  without  notice pursuant to SECTION 3.1(C)(III)), or (y)  on  the
third Business Day prior  to  such  proposed Loan that is a Eurodollar Rate
Loan or (z) on the second Business Day  prior  to  such  proposed  Bankers'
Acceptances under the Canadian Revolving Credit Facility.  Each such notice
shall  be  delivered  by telefacsimile transmission, or given orally to  be
confirmed by telefacsimile transmission on the same Business Day, and shall
specify the Facility Borrower, the amount of the Loan, the type of Loan (US
Dollar  or  Canadian  Dollar;   Base  Rate,  Eurodollar  Rate  or  Bankers'
Acceptances), the date of the Loan  and,  if  a  Eurodollar  Rate  Loan  or
Bankers'  Acceptances, the Interest Period or period.  Notice of receipt of
such Drawdown Notice or Selection Notice, as the case may be, together with
the amount  of  each Revolving Credit Facility Lender's portion of the Loan
requested thereunder,  shall be provided by the Relevant Agent to each such
Lender  with  reasonable  promptness  by  telefacsimile  transmission,  but
(PROVIDED the Relevant Agent shall have received such notice by 11:00 A.M.)
not later than 1:00 P.M. on  the  same  day  as the Agent's receipt of such
notice.

          () Not later than 2:30 P.M. on the date  specified  for each Loan
     under  this  SECTION  3.1,  each Lender with respect to the applicable
     Revolving Credit Facility shall  make  the Advance to be made by it on
     such day in the amount of its pro rata share,  determined according to
     its Applicable Commitment Percentage with respect  to  the  applicable
     Revolving Credit Facility, available by wire transfer to the  Relevant
     Agent.  Such wire transfer shall be directed to the Relevant Agent  at
     the Principal Office and shall be in the form of US Dollars or, solely
     with respect to the Canadian Revolving Credit Facility and as selected
     by  the  applicable  Facility Borrower, Canadian Dollars, constituting
     immediately available  funds.   The amount so received by the Relevant
     Agent shall be made available to  the appropriate Facility Borrower by
     delivery  of  the  proceeds thereof on  the  same  such  date  and  in
     immediately available funds to the applicable Borrowers' US Account or
     Borrowers' Canadian Account, as the case may be, or otherwise as shall
     be directed in the applicable  Drawdown Notice or Selection Notice and
     reasonably acceptable to the Relevant  Agent;  PROVIDED  that  if  any
     Lender accepts Bankers' Acceptances, SECTION 5.1(C) shall apply.

          ()  The  Facility Borrowers under the Revolving Credit Facilities
     shall have the  option  to  elect  the duration of the initial and any
     subsequent Interest Periods or, in the  case  of Bankers' Acceptances,
     periods  and  to  convert or continue the Revolving  Credit  Loans  in
     accordance with SECTION 5.5.

     () Notwithstanding  the foregoing, if a drawing made under a Letter of
     Credit is honored by either Issuing Bank prior to the Revolving Credit
     Termination  Date  and  if  the  applicable  conditions  to  making  a
     Revolving  Credit Loan  set  forth  in  ARTICLE  VIII  shall  then  be
     satisfied, the  Reimbursement  Obligation  arising  from  such drawing
     shall  be paid to the Issuing Bank by the Relevant Agent, without  the
     requirement  of  notice (including any Drawdown Notice) to or from, or
     any other action of,  the applicable Facility Borrower, in immediately
     available funds which shall  be advanced as a Base Rate Refunding Loan
     by each Canadian Revolving Credit  Facility  Lender  or  US  Revolving
     Credit  Facility  Lender, as the case may be, in a pro rata amount  of
     such Reimbursement  Obligation,  based  on  its  Applicable Commitment
     Percentage of the applicable Revolving Credit Facility.   If a drawing
     is presented under any Letter of Credit in accordance with  the  terms
     thereof,  then  notice  of  such  drawing or payment shall be provided
     promptly by the Issuing Bank to the  Relevant Agent and the applicable
     Facility Borrower and such Agent shall provide notice to each Canadian
     Revolving  Credit  Facility  Lender or US  Revolving  Credit  Facility
     Lender by telephone or telefacsimile  transmission.  Upon notice given
     to  such  Lenders  of a drawing under any  Letter  of  Credit  by  the
     Relevant Agent on any  Business  Day,  each  Canadian Revolving Credit
     Facility Lender or US Revolving Credit Facility Lender shall, pursuant
     to the conditions specified in this SECTION 3.1(C)(III), either make a
     Base Rate Refunding Loan in accordance with the first sentence of this
     SECTION 3.1(C)(III) or fund the purchase of its  Participation  as set
     forth  in  SECTION  4.2(C)  hereof  in  the  amount  of its Applicable
     Commitment Percentage of such drawing; it shall pay such amount before
     2:30  P.M.  on  the  same Business Day to the Relevant Agent  for  the
     account of the Issuing  Bank at the Principal Office in US Dollars and
     in immediately available  funds  if  the notice was given to it by the
     Agent before 12:00 noon on such day or  shall  pay  such amount before
     12:00  noon  on  the next Business Day if the notice was  given  after
     12:00 noon.  Any such  Base  Rate Refunding Loan shall be advanced as,
     and shall continue as, a Base Rate Loan under the applicable Revolving
     Credit  Facility unless and until  the  applicable  Facility  Borrower
     converts  such  Base Rate Loan in accordance with the terms of SECTION
     5.5.

     ..   CANADIAN  SWING   LINE  LOANS.   ()   Notwithstanding  any  other
provision of this Agreement to  the  contrary,  in  order to administer the
Canadian  Revolving Credit Facility in an efficient manner,  to  facilitate
the payment  of  checks in circulation issued by Facility Borrowers, and to
minimize the transfer  of funds between the Canadian Agent and the Canadian
Revolving Credit Facility  Lenders, the Canadian Swing Line Facility Lender
shall make available Canadian  Swing  Line  Loans to the Facility Borrowers
prior to the Revolving Credit Termination Date.   The  Canadian  Swing Line
Facility Lender shall not make any Canadian Swing Line Loan pursuant hereto
(i)  if,  in  the  sole  discretion of the Canadian Swing Line Lender,  the
Facility Borrowers are unable  to  draw under the Canadian Revolving Credit
Facility because they cannot satisfy  all  of  the  conditions set forth in
SECTION  8.2  or  (ii) if after giving effect to such Canadian  Swing  Line
Loan, the aggregate  principal  amount  of  all  Canadian  Swing  Line Loan
Outstandings  exceeds  $4,000,000 or the aggregate principal amount of  all
Outstandings under the Canadian  Revolving  Credit  Facility,  the Canadian
Letter of Credit Facility and the Canadian Swing Line Facility exceeds  the
Total Commitment with respect to the Canadian Revolving Credit Facility.

     ()   The  Facility  Borrowers  under  the Canadian Swing Line Facility
shall  pay  interest  to the Canadian Swing Line  Facility  Lender  on  the
outstanding and unpaid  principal  amount  of each Canadian Swing Line Loan
made by such Lender for the period commencing  on  the  date when such Loan
was made until such Loan shall be due at the Base Rate with  respect to the
Canadian  Revolving Credit Facility then applicable.  Canadian  Swing  Line
Loans shall be in any amount as requested by the Facility Borrowers and may
be made in  U.S.  or  Canadian  currency,  at  the  option  of the Facility
Borrowers.

()   The  Facility  Borrowers  and each Canadian Revolving Credit  Facility
Lender which is or may become a  party hereto acknowledge that all Canadian
Swing Line Loans are to be made solely  by the Canadian Swing Line Facility
Lender to the Facility Borrowers but that  such  Canadian  Revolving Credit
Facility Lender shall share the risk of loss with respect to  such Canadian
Swing  Line  Loans  made in accordance with the terms hereof by purchasing,
upon written demand by the Canadian Swing Line Facility Lender, pursuant to
the  provisions of this  SECTION  3.2(C),  a  Participation  in  each  such
Canadian  Swing  Line  Loan  in  an amount equal to such Canadian Revolving
Credit Facility Lender's Applicable  Commitment Percentage of such Canadian
Swing Line Loan.  The Canadian Swing Line  Facility Lender may at any time,
and  shall  upon  termination  of  the  Canadian  Swing  Line  Facility  in
accordance  with  the  terms  of  SECTION  3.2(D), request  the  applicable
Facility Borrower to repay all or any portion  of  the  Canadian Swing Line
Loans  made  to  such Facility Borrower and outstanding at such  time  and,
within three (3) Business  Days  of  receipt  of  any  such  request,  such
Facility Borrower shall repay the portion of such Canadian Swing Line Loans
so  requested  to  be  repaid (after giving effect to any repayment thereof
made pursuant to SECTION  3.2(D)  AND  (F)).   If any of the Canadian Swing
Line  Loan Outstandings are not repaid by or on behalf  of  the  applicable
Facility  Borrower  when due under the immediately preceding sentence, each
Canadian  Revolving  Credit   Facility   Lender  shall,  according  to  its
Applicable Commitment Percentage of such Canadian  Swing  Line  Loan,  upon
demand  made  by the Canadian Swing Line Facility Lender in its discretion,
or upon the termination  of  the Canadian Swing Line Facility in accordance
with the terms of SECTION 3.2(D),  purchase  from  the  Canadian Swing Line
Facility  Lender  its  Participation  in  each  Canadian Swing  Line  Loan,
including  interest  accrued  thereon,  and pay the entire  purchase  price
therefor not later than one (1) Business  Day  after such demand, or notice
or  knowledge  of such termination (after giving effect  to  any  repayment
thereof made pursuant  to SECTION 3.2(D) AND (F)).  Upon the payment by the
Canadian Revolving Credit  Facility Lenders of the purchase price for their
Participation  in  a  Canadian  Swing  Line  Loan,  the  rate  of  interest
applicable to such Canadian Swing Line Loan shall continue at the Base Rate
hereunder.  The obligation  of  each  Canadian  Revolving  Credit  Facility
Lender  to so purchase its Participation in Canadian Swing Line Loans  from
the Canadian Swing Line Facility Lender and to tender to the Canadian Swing
Line Facility  Lender  the entire purchase price therefor shall be absolute
and unconditional and shall  not  be affected by the occurrence of an Event
of Default, the availability of Revolving  Credit  Loans  hereunder  or any
other  occurrence or event; PROVIDED, HOWEVER, no Canadian Revolving Credit
Facility  Lender  shall  be  obligated  to  purchase a Participation in any
Canadian Swing Line Loan which is made subsequent  to  the Revolving Credit
Termination Date.

     ()   The Facility Borrowers at their option may request  an Advance as
a  Canadian Revolving Credit Loan pursuant to SECTION 3.1(A) in  an  amount
which,  notwithstanding  any of the provisions set forth in SECTION 3.1, is
sufficient to repay any or all Canadian Swing Line Loan Outstandings on any
date.  The Canadian Agent  shall  upon the receipt of such Advance, provide
to the Canadian Swing Line Facility  Lender  the  amount necessary to repay
such Canadian Swing Line Loan Outstandings (which the  Canadian  Swing Line
Facility Lender shall then apply to such repayment) and credit any  balance
of  the  Revolving  Credit  Loan  in  immediately  available  funds to such
Facility Borrower's Account.  Such Advance shall be a Revolving Credit Loan
made by the Canadian Revolving Credit Facility Lenders.  The Canadian Swing
Line  Facility  shall  continue  in  effect  until  the  occurrence of  the
Revolving Credit Termination Date.

()   Checks, wire transfers, disbursements or other debits drawn or made by
a   Facility  Borrower  against  the  Borrowers'  Canadian  Account   shall
constitute  a  request to the Canadian Swing Line Facility Lender to make a
Loan under the Canadian  Swing  Line  Facility  in  an  amount  in Canadian
Dollars  or  U.S.  Dollars, as the case may be, equal to that specified  on
such check or made by  such  wire transfer, disbursement or other debit and
SECTION 8.2(A) shall not apply in respect of such Loan.

     ()   Notwithstanding any  of  the provision set forth in SECTION 14.3,
cash and moneys deposited from time  to  time  in  the  Borrowers' Canadian
Account shall be deemed (without any further action of or  notice by any of
the  Borrowers)  to  be  a  payment made by the Facility Borrowers  to  the
Canadian Facility Swing Line  Lender  to  be  applied by the Canadian Swing
Line Lender in reduction of any Loan outstanding  under  the Canadian Swing
Line Facility.

     ..   PAYMENT OF INTEREST.  The Facility Borrowers under the applicable
Revolving Credit Facility shall pay interest to the Relevant  Agent for the
account  of each Canadian Revolving Credit Facility Lender or US  Revolving
Credit Facility  Lender,  as the case may be, on the outstanding and unpaid
principal  amount of each Revolving  Credit  Loan  (but  not  any  Bankers'
Acceptances)  made  by  such  Lenders for the period commencing on the date
when such Loan was made until such Loan shall be due at the then applicable
Base Rate or Eurodollar Rate, as  designated  in  the  applicable  Drawdown
Notice or Selection Notice.

     ..   PAYMENT  OF  PRINCIPAL.  The  principal  amount of each Revolving
Credit  Loan (including each Base Rate Refunding Loan)  and  each  Canadian
Swing Line  Loan  shall  be  due  and payable to the Relevant Agent for the
benefit of each Canadian Revolving  Credit  Facility Lender, Canadian Swing
Line Facility Lender or US Revolving Credit Facility  Lender,  as  the case
may  be,  in  full on the Revolving Credit Termination Date.  The principal
amount of any Base  Rate  Loan  and  any  Canadian  Swing  Line Loan may be
prepaid  in  whole  or  in  part  on  any Business Day, without premium  or
penalty, PROVIDED (other than for Canadian Swing Line Loans) written notice
is given to the Relevant Agent before 11:00 a.m. on such Business Day.  All
prepayments  of  Revolving  Credit Loans shall  be  in  the  amount  of  US
$100,000, or such greater amount  which  is  an  integral  multiple  of  US
$100,000,  or  the  amount  equal  to all Outstandings under the respective
Revolving Credit Facility on such Business  Day,  or  such  other amount as
necessary to comply with SECTION 3.1(B) or SECTION 3.5.

 ..   REDUCTIONS.   The  Facility  Borrowers under the applicable  Revolving
Credit  Facility  shall, by notice from  the  Chief  Financial  Officer  of
Consoltex Group, have  the  right from time to time but not more frequently
than once each calendar month,  upon  not  less than five (5) days' written
notice to the Relevant Agent from the Chief  Financial Officer of Consoltex
Group,  to  reduce  the Total Commitment of the Canadian  Revolving  Credit
Facility and the US Revolving  Credit Facility, without penalty or premium,
and  no such reduction of the Total  Commitment  of  one  Revolving  Credit
Facility  shall  be  made  without  an  equivalent  reduction  of the Total
Commitment  of  the  other  Revolving Credit Facility.  The Relevant  Agent
shall give each Canadian Revolving  Credit  Facility Lender or US Revolving
Credit Facility Lender, as the case may be, within  one (1) Business Day of
receipt  of  such  notice,  telefacsimile  notice,  or  telephonic   notice
(confirmed in writing), of such reduction.  Each such reduction shall be in
the  aggregate amount of US $500,000 or such greater amount which is in  an
integral  multiple of US $100,000, or the entire remaining Total Commitment
with respect to the Canadian Revolving Credit Facility and the US Revolving
Credit  Facility,   and  shall  permanently  reduce  the  applicable  Total
Commitment.  Each reduction  of  the  Total  Commitment with respect to the
Canadian  Revolving Credit Facility and the US  Revolving  Credit  Facility
shall be accompanied by prepayment of the Revolving Credit Loans under such
Revolving Credit  Facility  to the extent that, after giving effect to such
reduction, the amount of Outstandings  under such Revolving Credit Facility
plus Outstandings under the corresponding  Letter of Credit Facility on the
day of such reduction exceeds the Total Commitment  with  respect  to  such
Revolving  Credit  Facility  on  such day, together with accrued and unpaid
interest on the amounts so prepaid.

     ..   COMMITMENT FEE.  For the period beginning on the Closing Date and
ending on the Revolving Credit Termination  Date,  the  Facility  Borrowers
under  each  Revolving  Credit Facility agree to pay to the Relevant Agent,
for the pro rata benefit of the US Revolving Credit Facility Lenders or the
Canadian Revolving Credit  Facility  Lenders,  as the case may be, based on
their  Applicable  Commitment Percentages with respect  to  the  applicable
Revolving  Credit  Facility,  a  fee  calculated  quarterly  equal  to  the
Commitment Fee in effect  from  time  to time during the applicable quarter
multiplied by the average daily amount  by  which  the  Total Commitment in
effect  during  the  applicable  quarter  with  respect  to the  applicable
Revolving  Credit Facility exceeds, in the case of the US Revolving  Credit
Facility, the  average  daily aggregate Outstandings under the US Revolving
Credit Facility during such quarter or exceeds, in the case of the Canadian
Revolving Credit Facility,  the  average daily aggregate Outstandings under
the  Canadian  Revolving  Credit  Facility   (without   giving   effect  to
outstanding  Swing Line Loans) during such quarter plus, with respect  only
to the Canadian  Swing  Line  Facility  Lender, the average daily aggregate
Outstandings under the Canadian Swing Line  Facility  during  such quarter.
Such  fees  shall  be due in arrears on the last Business Day of each  May,
August, November and  February  commencing  May  1996  and on the Revolving
Credit Termination Date.  Notwithstanding the foregoing,  so  long  as  any
Revolving  Credit Facilities Lender is a Non-Funding Lender, such fee shall
not accrue on  the  Commitment of such Lender until such Lender shall cease
to be a Non-Funding Lender  by  (i)  making  available to the Borrowers all
Defaulted Advances and (ii) repaying to the Relevant  Agent  all deficiency
advances and interest required by SECTION 3.7.

 ..   DEFICIENCY  ADVANCES.   No Revolving Credit Facility Lender  shall  be
responsible for any default of  any other Lender under the same Facility to
make any Revolving Credit Loan or  fund  its  purchase of any Participation
hereunder nor shall the Commitment of any Revolving  Credit Facility Lender
hereunder be increased as a result of such default.  Without  limiting  the
generality  of  the  foregoing,  in the event any Revolving Credit Facility
Lender shall fail to advance funds  as  herein  provided, including without
limitation  as  a  result  of  being  in  any  insolvency  or  receivership
proceeding  (a  "Non-Funding  Lender"),  the  Relevant  Agent  may  in  its
discretion, but shall not be obligated to, advance under its Commitment for
the applicable Revolving Credit Facility as a Lender  all or any portion of
such amount or amounts (each, a "deficiency advance") and  shall thereafter
be  entitled  to  payments of principal of and interest on such  deficiency
advance in the same  manner and at the same interest rate or rates to which
such Non-Funding Lender  would have been entitled had it made such Advance.
Upon payment to the Relevant  Agent  from  such  Non-Funding  Lender of the
entire  outstanding  amount of each such deficiency advance, together  with
accrued and unpaid interest thereon (from the most recent date interest was
paid to the Relevant Agent  by  the Facility Borrowers under the applicable
Revolving Credit Facility on each  Revolving  Credit  Loan  comprising  the
deficiency  advance)  at  the  following  respective rate for the following
periods:  (a) for the first three days such  deficiency  advance  shall  be
outstanding,  the  Reference  Rate  in  the  case of the Canadian Revolving
Credit Facility, or the interest rate per annum  for overnight borrowing by
the US Agent from the Federal Reserve Bank in the  case of the US Revolving
Credit Facility, and (b) thereafter, at the applicable  Base  Rate for Base
Rate  Loans  under  the  applicable  Revolving  Credit Facility, then  such
payment shall be credited in full payment of such deficiency advance by the
Relevant  Agent and the Facility Borrowers under the  applicable  Revolving
Credit Facility  shall  be  deemed  to  have  borrowed  the  amount of such
deficiency advance from such other Revolving Credit Facility Lender  as  of
the  most recent date upon which any payments of interest were made by such
Facility  Borrowers  thereon.   Nothing in this SECTION 3.7 or otherwise in
the Loan Documents shall be construed to limit any rights the Borrowers may
have from time to time against a Non-Funding Lender.

     ..   USE OF PROCEEDS.  The proceeds  of the Loans made pursuant to the
Revolving Credit Facility and the Canadian  Swing  Line  Facility hereunder
shall  be  used  (a)  in  part  to  refinance  and  cancel  existing   term
indebtedness  and  working  capital facilities of the Borrowers, (b) to pay
certain fees and expenses in  connection  with such refinancing and (c) for
other general corporate purposes, including  but  not  limited to permitted
investments   in   Subsidiaries,  Capital  Expenditures,  working   capital
investments and debt repayments.

     ..   EXTENSION  OF  STATED  TERMINATION  DATE.  ()  At least 90 but no
more than 120 days prior to the Stated Termination  Date  in  effect at the
time  of  such  notice  with respect to each Revolving Credit Facility  and
Canadian Swing Line Facility  (the "Existing Stated Termination Date"), the
Borrowers  may,  by notice to each  Agent,  request  an  extension  of  the
Existing Stated Termination  Date for each Revolving Credit Facility by 364
days from its then scheduled occurrence.   The Agents shall promptly notify
each  Lender  of such request, and each such Lender  under  each  Revolving
Credit Facility  shall  in  turn, in its sole discretion, not later than 60
days prior to the Existing Stated  Termination  Date,  notify  the Relevant
Agent in writing as to whether such Lender will consent to such  extension.
If  any  Lender  shall fail to notify the Relevant Agent in writing of  its
consent to any such request for extension of the Stated Termination Date at
least 60 days prior  to  the  Existing Stated Termination Date, such Lender
shall be deemed to be a Non-Consenting Lender (as hereinafter defined) with
respect to such request.  The Agents  shall  notify the Borrowers not later
than 59 days prior to the Existing Stated Termination  Date of the decision
of each of the Lenders regarding the Borrower's request for an extension of
the Stated Termination Date.

()   If all of the Lenders consent in writing to any request  for extension
of  the Stated Termination Date in accordance with subsection (a)  to  this
SECTION  3.9,  the  Existing Stated Termination Date shall, effective as at
the Existing Stated Termination  Date  (the  "Extension Date"), be extended
for an additional 364 days.  If less than all  of  the  Lenders  consent in
writing  to  any  such  request  in  accordance with subsection (a) of this
SECTION 3.9, the Stated Termination Date  in  effect  at  such  time shall,
subject  to  the PROVISO below and effective as at the applicable Extension
Date, be extended as to those Lenders that so consented (each a "Consenting
Lender") but shall not be extended as to any other Lender (each such Lender
and each Lender  that  fails  to  respond to a request for extension of the
Stated Termination Date, a "Non-Consenting  Lender");  PROVIDED  that after
giving  effect  to  the  Commitments  with respect to such Revolving Credit
Facility of all Consenting Lenders and all Assuming Lenders (as hereinafter
defined) pursuant to subsection (c) of  this  SECTION 3.9 and any reduction
in the Total Commitment with respect to each Revolving Credit Facility made
in accordance with SECTION 3.5, one hundred percent  (100%)  of the Lenders
whose aggregate amount of Commitments with respect to each Revolving Credit
Facility  equal  the  amount of the Total Commitment with respect  to  such
Revolving Credit Facility  consent in writing to such request for extension
of  the  Stated  Termination Date  (any  written  consent  delivered  by  a
Consenting Lender  pursuant to SECTION 3.9(A) satisfying such request).  It
is  understood  and  agreed  that  no  Lender  shall  have  any  obligation
whatsoever to agree to  any  request made by the Borrowers for an extension
of the Stated Termination Date  with  respect  to  either  Revolving Credit
Facility.

     ()   If  less  than  all  of  the Lenders consent to any such  request
pursuant to subsection (a) of this SECTION  3.9,  the Borrowers may arrange
not  less  than thirty (30) days prior to the Existing  Stated  Termination
Date for one  or  more Consenting Lenders and, to the extent the Commitment
of one or more Non-Consenting  Lenders  is  not  assumed  by the Consenting
Lenders,  for  one or more other banks or financial institutions  complying
with the requirements set forth in SECTION 14.1, to effect an assignment of
all or a portion  of  the  Commitment of one or more Non-Consenting Lenders
(each such bank or financial  institution  that so qualifies and accepts an
offer to assume a Non-Consenting Lender's Commitment  as  of  the Extension
Date  being an "Assuming Lender"), to assume as of the Extension  Date  the
obligations  of  such  Non-Consenting  Lenders under this Agreement and the
other Loan Documents thereafter arising, without recourse to or warranty by
such Non-Consenting Lenders.  The Borrowers shall deliver written notice to
each Agent and each Consenting Lender of  such  arrangement  not  less than
thirty (30) days prior to the Existing Stated Termination Date.

     ()   On  each  Extension  Date,  each  Assuming Lender shall become  a
Lender for all purposes under this Agreement  and  the other Loan Documents
as  of such Extension Date, without any further acknowledgment  by  or  the
consent  of  the  other  Lenders,  and  the Commitment with respect to each
Revolving Credit Facility of each Consenting  Lender  shall be increased by
the  amount,  if  any,  of the Commitment with respect to either  Revolving
Credit Facility of a Non-Consenting  Lender that such Consenting Lender has
agreed to assume as of such Extension  Date;  PROVIDED,  HOWEVER,  that the
Relevant  Agent  shall  have received not less than ten (10) days prior  to
such Extension Date:

          () an Assignment  and  Acceptance, effective as of such Extension
     Date, from each Assuming Lender, duly executed by such Assuming Lender
     and the applicable Non-Consenting Lender; and

          () confirmation from each  Consenting  Lender  that is increasing
     the  amount of its Commitment with respect to either Revolving  Credit
     Facility  of the amount of such increase, in a writing satisfactory to
     the Borrowers and the Relevant Agent.

     ()   Promptly  following  each Extension Date, the Agents shall notify
the then existing Lenders (including,  without  limitation,  each  Assuming
Lender)  and the Borrowers of the extension of the Stated Termination  Date
and shall  record  all  relevant  information with respect to each Assuming
Lender on such date.  Following each Extension Date, all references in this
Agreement and in the other Loan Documents  to the "Stated Termination Date"
or  the "Revolving Credit Termination Date" shall,  with  respect  to  each
Consenting  Lender  and each Assuming Lender for such Extension Date, refer
to the Stated Termination Date as so extended.

     ()   In no circumstances  shall  the  Stated  Termination  Date  of  a
Revolving  Credit  Facility  be  extended unless the other Revolving Credit
Facility is extended to the same later date.


<PAGE>


                                 ARTICLE

                             LETTERS OF CREDIT

     ..   LETTERS OF CREDIT.  Each  of the Issuing Banks agrees, subject to
the terms and conditions of this Agreement,  upon  request  of  a  Facility
Borrower  under  the  applicable  Letter  of  Credit  Facility  and for its
account,  from time to time to issue Letters of Credit under the applicable
Letter of Credit  Facility.   A  request for issuance of a Letter of Credit
shall be made by delivery to the Issuing Bank of an Application for Letters
of Credit relating thereto in form and content reasonably acceptable to the
Issuing Bank.  The Outstandings under  the  US  Letter  of  Credit Facility
shall not exceed US $5,000,000 and no US Letter of Credit shall  be  issued
if, after giving effect thereto, Outstandings on such day shall exceed  the
applicable  Maximum  Permitted  Principal  Amounts  as  of  such  day.  The
Outstandings under the Canadian Letter of Credit Facility shall not  exceed
US  $10,000,000  and no Canadian Letter of Credit shall be issued if, after
giving effect thereto, Outstandings on such day shall exceed the applicable
Maximum Permissible  Principal Amounts as of such day.  No Letter of Credit
shall have an expiry date  or payment date occurring later than the earlier
of one year after the date of its issuance or the 90th day after the Stated
Termination Date; PROVIDED, HOWEVER, in the event such expiry date is after
the Stated Termination Date,  there  shall  be  deposited with the Relevant
Agent on or before the Stated Termination Date an  amount  of cash equal to
its stated amount remaining undrawn at the date of such deposit  to be held
pursuant to the terms of the applicable Cash Collateral Agreement.  Letters
of Credit issued under the US Letter of Credit Facility shall be issued  in
US  Dollars;  Letters  of Credit issued under the Canadian Letter of Credit
Facility may be issued in US Dollars or in Canadian Dollars or in any other
currency  acceptable to the  Canadian  Issuing  Bank  as  selected  by  the
applicable Facility Borrower.

     ..   REIMBURSEMENT.   ()   Each Facility Borrower under the applicable
Letter of Credit Facility hereby  unconditionally  agrees  to  pay  to  the
applicable  Issuing Bank at the Principal Office for the Relevant Agent all
amounts required to pay all drafts drawn under the Letters of Credit issued
for the account  of  such  Facility  Borrower by such Issuing Bank.  To the
extent permitted by SECTION 3.1(C)(III),  such  amounts  shall be paid with
Base  Rate Refunding Loans under the applicable Revolving Credit  Facility.
If a Base  Rate  Refunding  Loan  may  not  be  advanced  in  payment  of a
Reimbursement  Obligation,  the applicable Facility Borrower shall pay such
amount as of the Business Day  immediately  following receipt of the notice
delivered pursuant to subsection (b) below.

     ()   In  accordance with the provisions of  SECTION  3.1(C)(III),  the
Issuing Bank shall notify the Relevant Agent and the applicable Borrower of
any drawing under  any  Letter  of Credit promptly following the receipt by
the Issuing Bank of such drawing.  Each applicable Facility Borrower agrees
to pay the Issuing Bank interest on any Reimbursement Obligations, which is
not paid by such Facility Borrower  on  the next Business Day after receipt
of such notice, at the applicable Default  Rate  in accordance with SECTION
5.9(C).

()   Each Lender under a Revolving Credit Facility  (other than the Issuing
Bank)  shall  automatically  acquire  on  the date of issuance  thereof,  a
Participation in both the liability of the  Issuing Bank in respect of each
Letter of Credit issued under the related Letter  of  Credit  Facility  and
each  Reimbursement  Obligation  that  may arise as a result of any drawing
under such Letter of Credit in an amount equal to its Applicable Commitment
Percentage (with respect to the related  Revolving Credit Facility) of such
liability.

          () If a Base Rate Refunding Loan  is  not  Advanced in payment of
     such Reimbursement Obligation and such Reimbursement Obligation is not
     otherwise  satisfied by or on behalf of the Facility  Borrowers,  then
     each Canadian  Revolving Credit Facility Lender or US Revolving Credit
     Facility Lender,  as  the  case  may  be, shall fund by payment to the
     Relevant Agent (for the benefit of the  Issuing  Bank)  in immediately
     available   funds   the   purchase   from  the  Issuing  Bank  of  its
     Participation  in  a  pro  rata amount of  the  related  Reimbursement
     Obligation based on its Applicable  Commitment Percentage of the Total
     Commitment for the related Revolving  Credit  Facility.  Such payments
     shall be made at such times and in such manner as set forth in SECTION
     3.1(C)(III) for a Base Rate Refunding Loan.

          () The obligation of each Revolving Credit Facility Lender (other
     than  the  applicable Issuing Bank) to make payment  to  the  Relevant
     Agent  for  the   account   of  the  Issuing  Bank  pursuant  to  this
     SECTION 4.2(C), and the right of the Issuing Bank to receive the same,
     shall be absolute and unconditional,  shall  not  be  affected  by any
     circumstance   whatsoever  and  shall  be  made  without  any  offset,
     abatement, withholding  or  reduction  whatsoever.   If any applicable
     Revolving Credit Facility Lender is obligated to pay but  does not pay
     amounts to the Relevant Agent for the account of the Issuing  Bank  in
     full  upon  such  request  as  required  by  this SECTION 4.2(C), such
     Revolving Credit Facility Lender shall, on demand, pay to the Relevant
     Agent  for  the  account of the Issuing Bank interest  on  the  unpaid
     amount for each day during the period commencing on the date of notice
     given to such Revolving  Credit  Facility  Lender  pursuant to SECTION
     3.1(C)(III)  until  such  Revolving Credit Facility Lender  pays  such
     amount to the Relevant Agent  for  the  account of the Issuing Bank in
     full at, for the first three days following  such notice, the interest
     rate  per  annum  for overnight borrowing by the  US  Agent  from  the
     Federal Reserve Bank  (or in the case of the Canadian Revolving Credit
     Facility, at the Reference Rate) and thereafter at the applicable Base
     Rate  for  Base  Rate Loans  under  the  applicable  Revolving  Credit
     Facility.

          () In the event  the applicable Revolving Credit Facility Lenders
     have acquired Participations  in  any  Reimbursement Obligation as set
     forth  in  clause  (ii)  above, then at any  time  payment  (in  fully
     collected,  immediately  available   funds)   of   such  Reimbursement
     Obligation, in whole or in part, is received by the  Issuing Bank from
     the Facility Borrowers under the applicable Letter of Credit Facility,
     the  Issuing  Bank  shall  promptly pay to each such Revolving  Credit
     Facility  Lender  an  amount  equal   to   its  Applicable  Commitment
     Percentage of such payment.

     ()   Promptly following the end of each calendar  quarter, the Issuing
Bank  shall  deliver  to  the Relevant Agent and each Facility  Borrower  a
notice describing the aggregate  undrawn amount of all Letters of Credit at
the end of such quarter.  Upon the request of any Revolving Credit Facility
Lender from time to time, the Issuing  Bank  shall  deliver to the Relevant
Agent  and  each Facility Borrower, and such Agent shall  deliver  to  such
Revolving  Credit   Facility   Lender,  any  other  information  reasonably
requested by such Revolving Credit  Facility  Lender  with  respect to each
Letter of Credit outstanding at such time.
     () The issuance by the Issuing Bank of each Letter of Credit shall, in
addition to the applicable conditions precedent set forth in  ARTICLE VIII,
be subject to the conditions that such Letter of Credit be in such form and
contain such terms as shall be reasonably satisfactory to the Issuing  Bank
consistent  with  the  then current practices and procedures of the Issuing
Bank with respect to similar  letters of credit, and the Facility Borrowers
under the applicable Letter of  Credit  Facility  shall  have  executed and
delivered such other instruments and agreements relating to such Letters of
Credit as the Issuing Bank shall have reasonably requested consistent  with
such  practices  and  procedures.   All  Letters  of Credit shall be issued
pursuant to and subject to the Uniform Customs and Practice for Documentary
Credits,  1993  revision,  International  Chamber  of Commerce  Publication
No. 500 and all subsequent amendments and revisions thereto.

     ()   The  Facility  Borrowers under the applicable  Letter  of  Credit
Facility agree that the Issuing Bank may, in its sole discretion, accept or
pay, as complying with the  terms  of  any  Letter of Credit, any drafts or
other documents otherwise in order which may  be  signed  or  issued  by an
administrator,  executor,  trustee  in  bankruptcy,  debtor  in possession,
assignee  for  the benefit of creditors, liquidator, receiver, attorney  in
fact or other legal  representative of a party who is authorized under such
Letter of Credit to draw or issue any drafts or other documents.

     ()   Without limiting  the  Facility Borrowers' rights as set forth in
this SECTION 4.2, the obligation of  the  Facility  Borrowers under each of
the Letter of Credit Facilities to reimburse the Issuing  Bank for drawings
made under Letters of Credit in accordance with this SECTION  4.2  and  the
Issuing   Bank's   right   to  receive  such  payment  shall  be  absolute,
unconditional  and irrevocable,  and  such  obligations  of  such  Facility
Borrowers shall  be performed strictly in accordance with the terms of this
Agreement and such  Letters  of  Credit  and  the  related Applications for
Letters  of  Credit,  under  all  circumstances whatsoever,  including  the
following circumstances:

          ()  any  lack of validity or  enforceability  of  the  Letter  of
     Credit, the obligation  supported by the Letter of Credit or any other
     agreement or instrument relating  thereto  (the  Letters of Credit and
     such other agreements and instruments being referred  to  collectively
     as the "Related LC Documents");

          () any amendment or waiver of or any consent to or departure from
     all or any of the Related LC Documents;

          () the existence of any claim, set-off, defense (other  than  the
     defense  of payment in accordance with the terms of this Agreement) or
     other rights  which  any  Facility  Borrower  under a Letter of Credit
     Facility  may  have  at  any  time  against  any  beneficiary  or  any
     transferee of a Letter of Credit (or any persons or  entities for whom
     any  such  beneficiary  or  any  such  transferee may be acting),  the
     Agents, the Revolving Credit Facility Lenders  or  any  other  Person,
     whether  in  connection  with  the  Loan  Documents,  the  Related  LC
     Documents or any unrelated transaction;

          ()  any  breach of contract or other dispute between any Facility
     Borrower under  a Letter of Credit Facility and any beneficiary or any
     transferee of a Letter  of Credit (or any persons or entities for whom
     such beneficiary or any such  transferee  may  be acting), the Agents,
     the Revolving Credit Facility Lenders or any other Person;
          () any draft, statement or any other document  presented  under a
     Letter  of  Credit  proving  to  be  forged,  fraudulent,  invalid  or
     insufficient  in  any respect or any statement therein being untrue or
     inaccurate in any respect whatsoever;

          () any delay,  extension  of  time,  renewal, compromise or other
     indulgence or modification granted or agreed  to by the Agent, with or
     without notice to or approval by the applicable  Facility  Borrower in
     respect of any of applicable Facility Borrowers' Obligations under any
     Related LC Documents; or

          () any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing;

     ()   Any reimbursement payments made by any Borrower to either Issuing
Bank,  or  to  the Relevant Agent on behalf of such Issuing Bank, shall  be
made without prejudice  to, and shall not constitute a waiver of, any right
such Borrower or any other  Borrower may have or might acquire, as a result
of any payment by such Issuing  Bank of any draft under a Letter of Credit,
the reimbursement thereof by such  Borrower  or  any  other action taken or
omitted  to be taken by such Issuing Bank under or in connection  with  any
Letter of Credit.

     ..   LETTER  OF  CREDIT FACILITY FEES.  The Facility Borrowers under a
certain Letter of Credit  Facility  shall,  with  respect  to any Letter of
Credit  issued  thereunder,  pay  to the Relevant Agent, for the  pro  rata
benefit  of  the Revolving Credit Facility  Lenders  with  respect  to  the
applicable Revolving  Credit  Facility based on their Applicable Commitment
Percentages of the Canadian Letter  of Credit Facility at such time, in the
case of the Canadian Revolving Credit  Facility  Lenders,  and  of  the  US
Letter  of  Credit  Facility  at such time, in the case of the US Revolving
Credit Facility Lenders, a fee  on  outstanding  Letters  of  Credit issued
under such Letter of Credit Facility which is determined using a rate equal
to  the  Applicable Margin in effect from time to time under the  Revolving
Credit Facilities  for  Eurodollar  Rate Loans.  Such fees (i) under the US
Letter of Credit Facility, shall be determined  based  on the average daily
undrawn aggregate amount of all US Letters of Credit outstanding during the
applicable fiscal quarter and shall be due and payable quarterly in arrears
on the last day of each May, August, November and February,  the first such
payment  to  be  made  on the first such date occurring after the  date  of
issuance of a Letter of  Credit,  and  (ii)  under  the  Canadian Letter of
Credit  Facility, (A) in the case of each commercial or documentary  Letter
of Credit,  shall be determined based on the available daily amount thereof
on the basis of the number of days such Letter of Credit is outstanding and
a year of 365  days and shall be due and payable when such Letter of Credit
is drawn or otherwise  expired  or  cancelled  and  (B) in the case of each
standby Letter of Credit, shall be determined on the available daily amount
thereof  on  the basis of the number of days in the term  of  such  standby
Letter of Credit  and  a  year  of  365  days  and shall be due and payable
quarterly in advance, with any excess for the actual available daily amount
thereunder,  if  any,  being promptly remitted to the  applicable  Facility
Borrower.

 ..   ADMINISTRATIVE FEES.  The Facility Borrowers under a certain Letter of
Credit Facility shall pay  to  the  Issuing Bank for such Facility (a) with
respect to each Letter of Credit issued  under  such  Facility, an issuance
fee  in  an amount equal to .125% of the stated amount of  such  Letter  of
Credit, the  fee  to  be  payable on the date of issuance of such Letter of
Credit, and (b) such other reasonable and customary administrative fees, if
any, in connection with the  Letters  of Credit in such amounts and at such
times  as  the  Issuing  Bank and the applicable  Facility  Borrowers  with
respect to such Letter of Credit Facility shall agree from time to time.


<PAGE>


                                 ARTICLE

                PROVISIONS APPLICABLE TO CERTAIN FACILITIES

     ..   BANKERS' ACCEPTANCES

     ()   PERIOD AND OTHER  DETAILS.   Bankers'  Acceptances shall be for a
period  of  thirty  (30) days to three hundred and sixty-four  (364)  days;
shall not allow for any  day  of  grace;  shall  be signed as drawer by the
applicable Facility Borrower under the Canadian Term  Loan  Facility or the
Canadian  Revolving  Credit  Facility  or on its behalf by any one  of  the
Canadian Facility Lenders requested to accept  such Bankers' Acceptances to
whom such Facility Borrower hereby gives an irrevocable  power  of attorney
for such purpose; shall be issued on a Business Day; and shall mature  on a
Business  Day  which  falls on or before the Term Loan Maturity Date or the
Stated Termination Date, as the case may be.

     ()   AMOUNTS.  Each  Bankers'  Acceptance shall be of a minimum amount
for  each  Canadian  Facility Lender, of  five  hundred  thousand  Canadian
Dollars (CAN $500,000)  and  integral  multiples  of  one  hundred thousand
Canadian Dollars (CAN $100,000) in excess thereof.

     ()   DEPOSIT  IN THE ACCOUNT.  An amount equal to Discounted  Proceeds
relating to Bankers' Acceptances issued on any Business Day or, in the case
of a Discount Note, an amount equal to the face amount of the Discount Note
less the Discount shall  be  deposited  by  the  relevant Canadian Facility
Lenders  before  2:00 P.M. on such day in the Borrower's  Canadian  Account
unless Bankers' Acceptances  are traded by the applicable Facility Borrower
on  the  money  market in which event  the  Discounted  Proceeds  shall  be
deposited by the  applicable Facility Borrower before 2:00 P.M. on such day
in the Borrower's Canadian Account.  The applicable Facility Borrower shall
cause an amount equal  to  the  acceptance  fee  (to  be distributed to the
Relevant Lenders by the Canadian Agent as contemplated  in  SECTION  5.1(F)
below)  to  be  deposited  before  2:00  P.M. on such day in the Borrower's
Canadian Account.

     ()   TRADING.  The applicable Facility  Borrower  under  the  Canadian
Term Loan Facility or the Canadian Revolving Credit Facility may trade  the
Bankers'  Acceptances  (but  not  a  Discount  Note) on the money market or
directly with the Canadian Facility Lenders.  The Canadian Agent shall have
no duties or liabilities with respect to such trading.

     ()   PAYMENT.   On  the  maturity  date  of  any  Bankers'  Acceptance
outstanding,  the  applicable  Facility  Borrower  shall,  subject  to  any
conversion or election in accordance with SECTION 5.5,  pay to the Canadian
Agent  an amount equal to the face amount of such Bankers'  Acceptance;  if
such amount  is  not so paid or otherwise be the subject of a conversion or
election in accordance  with SECTION 5.5, it shall automatically be debited
by the Canadian Agent from  the  Borrower's Canadian Account as a Base Rate
Advance under the Canadian Revolving Credit Facility made to the applicable
Facility Borrower.

()   ACCEPTANCE FEE.  Upon acceptance  of  a  Bankers'  Acceptance  or  the
issuance  of  a  Discount  Note,  an acceptance fee equal to the Applicable
Margin,  multiplied  by the face amount  of  such  Bankers'  Acceptance  or
Discount Note, as the  case may be, and multiplying the product so obtained
by a fraction having a numerator  equal to the number of days of the period
of such Bankers' Acceptance and a denominator  of 365, shall be paid by the
relevant Facility Borrower to the Canadian Agent,  for  the  account of the
applicable Canadian Facilities Lenders.

     From the date and as long as amounts owed hereunder bear  interest  at
the  Default  Rate,  as  provided for in SECTION 5.9(C), the acceptance fee
payable pursuant to this SECTION  5.1(F)  shall  be equal to the Applicable
Margin increased by two percent (2%), such increase to be calculated on the
face amount of any outstanding Bankers' Acceptances  for the number of days
to elapse between and including such date and the last day of the period of
such Bankers' Acceptances.  The applicable Facility Borrower shall pay such
increase  upon  demand  from  the  Canadian  Agent for the account  of  the
relevant Canadian Facilities Lenders; should the  Default  Rate cease to be
applicable  on a date which is prior to the last day of the period  of  the
Bankers' Acceptances,  the  Canadian  Agent  shall then make an appropriate
adjustment and upon receipt from the relevant  Canadian  Facilities Lenders
of  the amount representing such adjustment, remit same to  the  applicable
Facility Borrower.

     Should an increase or a decrease occur in the Applicable Margin during
the period  of  any  outstanding  Bankers'  Acceptances, the acceptance fee
payable with respect to such Bankers' Acceptances  pursuant to this SECTION
5.1(F) shall be equal, as from the date of such change,  to  the Applicable
Margin  so  increased  or  decreased,  such  increase  or  decrease  to  be
calculated  on  the face amount of such Bankers' Acceptances for the number
of days to elapse  between  and including such date and the last day of the
period of such Bankers' Acceptances.   The relevant Borrower shall pay such
increase  upon  demand  from the Canadian Agent  for  the  account  of  the
relevant Lenders; in the  case of a decrease, the Canadian Agent shall make
an appropriate adjustment and upon receipt from the relevant Lenders of the
amount representing such adjustment, remit same to the relevant Borrower.

     ()   BANKERS' ACCEPTANCES  BY  NON-BA  LENDERS.   Whenever  a Facility
Borrower  under  the  Canadian Term Loan Facility or the Canadian Revolving
Credit Facility obtains  an  Advance  by  way of Bankers' Acceptances, each
Non-BA Lender shall, in lieu of accepting a  Bankers'  Acceptance,  make  a
Loan under such Canadian Facility evidenced by a Discount Note.

     ..   MANNER  OF PAYMENT.  ()  Each payment of principal (including any
prepayment) and payment  of  interest  and fees (other than acceptance fees
referred to in SECTION 5.1(F)), and any other amount required to be paid to
a Lender with respect to a Facility shall  be made to the Relevant Agent at
the Principal Office for the account of each such Lender in the currency in
which it is outstanding in immediately available  funds  on or before 12:30
P.M.  on  the  date  such payment is due.  Following the occurrence  of  an
Acceleration Event, the  Relevant Agent may, but shall not be obligated to,
debit the amount of such payment  from  any  one  or  more ordinary deposit
accounts  of a Facility Borrower under the applicable Term  Loan  Facility,
Term B Loan  Facility,  Revolving  Credit  Facility  or Canadian Swing Line
Facility with it.  Each payment of principal and payment  of  interest made
with  respect  to a Canadian Swing Line Loan shall be made to the  Canadian
Swing Line Lender in the currency in which it is outstanding in immediately
available funds  on or before 12:30 P.M. on the date such payment is due or
made.

()   The Relevant  Agent  shall  deem  any  payment  that  is  not  made in
conformity to SECTION 5.2(A) to be a non-conforming payment.  Any such non-
conforming payment shall not be deemed to be received by the Relevant Agent
until  (i)  the  day  when,  before  12:30  P.M.,  the payment funds in the
appropriate currency become available funds and (ii)  if  such funds become
available  funds  after 12:30 P.M., then the next Business Day.   Any  non-
conforming payment  may constitute or become a Default or Event of Default.
The Canadian Swing Line  Lender  shall deem any payment that is not made in
conformity to SECTION 5.2(A) to be a non-conforming payment.  Any such non-
conforming payment shall not be deemed to be received by the Canadian Swing
Line Lender until (i) the day when,  before 12:30 P.M. the payment funds in
the appropriate currency become available  funds  and  (ii)  if  such funds
become  available funds after 12:30 P.M., than the next Business Day.   Any
non-conforming  payment  may  constitute  or  become  a Default or Event of
Default.

     ()   In the event that any payment hereunder becomes  due  and payable
on a day other than a Business Day, then such due date shall be extended to
the  next  succeeding Business Day unless provided otherwise under  clauses
(ii) and (iii)  of  the definition of "Interest Period"; PROVIDED, HOWEVER,
that interest shall continue  to  accrue  during  the  period  of  any such
extension;  and PROVIDED FURTHER, HOWEVER, that in no event shall any  such
due date with  respect  to  any payment on the Term Loan be extended beyond
the Term Loan Maturity Date,  nor  shall  any such due date with respect to
any payment on the Term B Loan be extended  beyond the Term B Loan Maturity
Date,  nor  shall  any  such due date with respect  to  any  payment  on  a
Revolving Credit Loan be extended beyond the Stated Termination Date.

     ..   NOTES.   The  Advances  made  under  any  US  Facility  shall  be
evidenced by the Notes, payable  to the order of each US Facility Lender in
the respective amount of its Applicable  Commitment Percentage of the Total
Commitment  for  the relevant Facility, which  Notes  shall  be  dated  the
Closing Date or a  later  date pursuant to an Assignment and Acceptance and
shall be duly completed, executed  and delivered by the applicable Facility
Borrowers in accordance with the terms of this Agreement.

     ..   LIMITATION  RELATING  TO  SEGMENTS.   Eurodollar  Rate  Segments,
Bankers' Acceptances Segments, and Base Rate Segments may be outstanding at
the same time, PROVIDED, HOWEVER, there shall not be outstanding at any one
time Eurodollar Rate Segments having  more than ten (10) different Interest
Periods  under  the Canadian Facilities and  ten  (10)  different  Interest
Periods under the  US  Facilities  or  Bankers' Acceptances Segments having
more than ten (10) different periods.

     ..   CONVERSIONS AND ELECTIONS OF SUBSEQUENT INTEREST PERIODS  So long
as no Event of Default or Default under  SECTIONS  12.1(B),  (G) OR (H) has
occurred  and  is  continuing,  or no Acceleration Event has occurred,  the
Facility Borrowers with respect to  any  certain Facility may upon delivery
of a Selection Notice to the Relevant Agent on or before 11:00 A.M.:

          () on any Business Day, convert  any  Eurodollar  Rate Segment or
     any  Bankers'  Acceptance Segment under such Facility to a  Base  Rate
     Segment under such  Facility on the last day of the Interest Period or
     period for such Segment;

     ()  at least three (3)  Business  Days'  prior  to  such  election  or
     conversion, elect a subsequent Interest Period for any Eurodollar Rate
     Segment  under  such  Facility  to  begin  on the last day of the then
     current Interest Period for such Eurodollar  Rate  Segment, or convert
     any Base Rate Segment under such Facility to a Eurodollar Rate Segment
     under such Facility;

          () at least two (2) Business Days before the last day of the then
     current period of a Bankers' Acceptance Segment under  such  Facility,
     elect  a  subsequent  period  for such Bankers' Acceptance Segment  to
     begin on the last day of the then  current  period  for  such Bankers'
     Acceptance Segment;

          ()  if  such  Facility is a Canadian Facility, at least  two  (2)
     Business Days before  the last day of the then current Interest Period
     for any Eurodollar Rate  Segment  under  such  Facility,  convert such
     Segment to a Bankers' Acceptance Segment under such Facility  to begin
     on  the  last  day  of  the  then  current  Interest  Period  for such
     Eurodollar Rate Segment;

          ()  if  such  Facility  is  a  Canadian  Facility  other than the
     Canadian  Swing  Line Facility, at least two (2) Business Days  before
     such election or conversion,  convert any Base Rate Segment under such
     Facility into a Bankers' Acceptance Segment under such Facility;

          () if such Facility is a Canadian  Facility,  at  least three (3)
     Business  Days  before  the  last  day  of  the period of any Bankers'
     Acceptance  Segment  under  such  Facility,  convert   such   Bankers'
     Acceptances Segment into a Eurodollar Rate Segment under such Facility
     to  begin on the last day of the then current period for such Bankers'
     Acceptances Segment;

          ()  if such Facility is a Canadian Facility, on any Business Day,
     convert any  Base Rate Segment under such Facility in Canadian Dollars
     into a Base Rate  Segment  under such Facility in US Dollars or a Base
     Rate Segment under such Facility  in  US  Dollars  into  a  Base  Rate
     Segment under such Facility in Canadian Dollars.

     Each  election  and  conversion  pursuant to this SECTION 5.5 shall be
subject to the limitations set forth in the definition of "Interest Period"
herein, in SECTIONS 2.1 AND 5.4 and in  ARTICLE  VII.   The  Relevant Agent
shall give written notice to each applicable Lender of such notice prior to
3:00  P.M.  on  the day such notice of election or conversion is  received.
All such continuations  or  conversions  of  Segments shall be effected pro
rata based on the Applicable Commitment Percentages  of  each  Lender under
the  applicable  Facility.   Any  conversion  of a Segment under a Canadian
Facility  into  a  Base  Rate  Segment  under such Canadian  Facility  made
pursuant to this Section 5.5 may be made  into  a  Base  Rate Segment in US
Dollars or Canadian Dollars.

     ..   DEEMED  CONVERSION.   If  the Relevant Agent does not  receive  a
Selection Notice giving notice of election,  conversion  or continuation of
any  Loan  or  Segment under a Facility, as the case may be,  by  the  time
prescribed by SECTION  5.5,  the  Facility  Borrowers  with  respect to the
Facility under which such Loan or Segment is outstanding shall be deemed to
have elected to convert such Loan or Segment to (or continue such  Loan  or
Segment  as)  a  Canadian  Dollar  Base  Rate  Segment under the applicable
Canadian Facility or a US Dollar Base Rate Segment  under the applicable US
Facility until such time as a Selection Notice is delivered to the Relevant
Agent in accordance with SECTION 5.5.

 ..   PRO  RATA  PAYMENTS.  Except as otherwise provided  herein,  (a)  each
payment or prepayment  on  account  of principal or interest or fee under a
Facility shall be made to the Relevant Agent for the account of the Lenders
under  such  Facility  pro  rata  based  on   their  Applicable  Commitment
Percentages, (b) all payments to be made by the  Facility Borrowers for the
account of each of the Lenders on account of principal,  interest and fees,
shall be made without diminution, set-off, recoupment or counterclaim,  and
(c)  the  Relevant  Agent will promptly distribute to the Lenders under the
applicable Facility in  immediately  available  funds  payments received in
fully collected, immediately available funds.

     ..   EXCHANGE RATE; CONVERSION.

     ()   REPAYMENT.   When  an Advance under either Canadian  Facility  in
Canadian Dollars is converted  into  US  Dollars or, as the case may be, an
Advance under either Canadian Facility in  US  Dollars  is  converted  into
Canadian  Dollars, the applicable Facility Borrower shall be deemed to have
repaid such  Advance  in  the  currency  in  which  it was made and to have
borrowed  a  new  sum  in  the  other  currency on the date  of  conversion
(although the conditions set forth in ARTICLE VIII need not be satisfied at
the time of such conversion).

     ()   EXCHANGE  RATE.   The  exchange  rate   for  the  purposes  of  a
disbursement under a Canadian Facility in a currency  other  than  Canadian
Dollars,  or for the purposes of a conversion from a currency into another,
or for the  purposes of calculating compliance with any covenant hereunder,
shall be the  conversion  rate  of  the Bank of Canada, spot rate, at 12:00
noon on the date of such disbursement, conversion or calculation.

     ()   FLUCTUATION IN CURRENCIES.   On  the  last  Business  Day of each
month and each time the particular circumstances may require, the  Canadian
Agent  may  establish  the  equivalent  amount  in  Canadian Dollars of the
Advances  then  outstanding  under  either  Canadian  Facility  in  another
currency; such calculation shall be made at the conversion rate of the Bank
of Canada, spot rate, at 12:00 noon, on the date of such calculation.

     ()   JUDGMENT;  REALIZATION.  (i) If, in order to obtain  judgment  in
Canada, it is necessary  to convert into Canadian Dollars an amount owed in
another currency, the conversion  shall  be  made at the conversion rate of
the Bank of Canada, spot rate, as of 12:00 noon  on  the Business Day prior
to  the  date  judgment  was  rendered; (ii) if there is a  change  in  the
exchange rate between the Business  Day  prior  to the date of judgment and
the day the payment ordered by the court is made,  the  Facility  Borrowers
under the applicable Canadian Facility shall pay on demand or, as the  case
may  be,  shall  deduct from payment, the sum, if any, required to be added
or, as the case may  be,  to  be  deducted so that the sum paid in Canadian
Dollars shall be equal to that due  in  the other currency after conversion
to the conversion rate of the Bank of Canada, spot rate, in effect at 12:00
noon on the day of payment.  Any sum owed  by a Facility Borrower under the
applicable  Canadian Facility under this SECTION  5.8  shall  constitute  a
distinct debt,  not  included  in  any judgment which may have already been
rendered with respect thereto; and (iii)  should  the  proceeds in Canadian
Dollars of any Collateral be distributed to a Lender, any  sum owed to such
Lender in a currency other than Canadian Dollars shall be deemed  converted
in  Canadian  Dollars  at  the  conversion rate of the Bank of Canada, spot
rate, at 12:00 noon on the day of such distribution.

()   Prepayments under the Canadian  Term Loan Facility shall be made in an
amount equal to the amount by which the  aggregate  principal amount of the
Loans outstanding under such Facility on any Business Day exceeds the Total
Commitment under the Canadian Term Loan Facility on such  Business Day as a
result of any currency determination made pursuant to SECTION  5.8(C), such
amount to be paid within two (2) Business Days following demand therefor by
the  Canadian  Agent  and  to be applied to pay such excess but not  to  be
applied  to  the installments  of  principal  set  forth  in  SECTION  2.3.
Prepayments under  the  Canadian Revolving Credit Facility shall be made in
an amount equal to the amount  by  which  the aggregate principal amount of
the Loans outstanding under such Facility on  any  Business Day exceeds the
Total  Commitment  under  the Canadian Revolving Credit  Facility  on  such
Business Day as a result of  any  currency  determination  made pursuant to
SECTION  5.8(C),  such  amount  to  be  paid  within two (2) Business  Days
following demand therefor by the Canadian Agent  and  to  be applied to pay
such excess.

     .. INTEREST.

     ()   CALCULATION   -   CANADIAN  FACILITIES.   (i)  The  interest   is
calculated each day at the rate as provided for herein, until but excluding
the day of full payment of the  amount  on which it accrues and in the case
of the Eurodollar Rate, it is calculated on the number of days comprised in
the  applicable Interest Period; (ii) the  interest  is  calculated  daily;
(iii) the interest is calculated on the basis of a 365-day year (except for
the Eurodollar  Rate  which  is calculated on a 360-day basis); (iv) in the
determination of the interest  rate  or  the  calculation  of interest, the
interest  paid  shall  not  be  deemed  to  have  been reinvested; (v)  the
Applicable Margin and fees (including acceptance fees)  are  calculated  as
interest  is calculated.  For the purposes of the INTEREST ACT (Canada), in
the case of  a  leap year, the yearly rate of interest to which the rate of
interest calculated  on  a  365-day  basis is equivalent shall be such rate
multiplied  by  three hundred and sixty-six  (366)  and  divided  by  three
hundred and sixty-five (365).  For the purposes of the same Act, the annual
rate of interest  equivalent  to  the  Eurodollar  Rate  is  calculated  by
dividing  the amount of the interest calculated for the applicable Interest
Period by the  amount  of  the  Eurodollar  Rate  Segment,  multiplied by a
fraction  whose numerator is equal to the true number of days  included  in
the twelve  (12) months making up the applicable year and whose denominator
is equal to the  true  number  of  days  accumulated  during the applicable
Interest Period.

     ()   CALCULATION - US FACILITIES.  Interest and fees  with  respect to
the  US  Facilities  shall  be computed on the basis of a year of 360  days
(except interest on Base Rate  Loans  shall  be  computed on the basis of a
year of 365 days) and calculated for the actual number  of  days (including
the first day but excluding the last day) elapsed in the period  for  which
such interest or fees are payable.

     ()   DEFAULT  RATE.   Notwithstanding anything contained herein to the
contrary,  if any amount (whether  owed  as  principal,  interest,  fee  or
otherwise) due  under  this Agreement is not paid when due (at maturity, by
acceleration or otherwise)  or any Event of Default with respect to SECTION
11.1 shall have occurred and be continuing, all amounts owing under all the
Facilities shall bear interest  thereafter  at  the  Default Rate until the
Business Day (pursuant to SECTION 5.2(A)) such amount  is  paid  in full or
the  obligation of the applicable Borrower to pay such amount is waived  or
such Event of Default is cured or waived.

()   DATE OF PAYMENT.  Interest on each Loan shall be paid (i) quarterly in
arrears  on  the  last  Business  Day  of  each  May,  August, November and
February,  commencing May 1996, for each Base Rate Loan and  each  Canadian
Swing Line Loan, (ii) on the last day of the applicable Interest Period for
each Eurodollar  Rate  Loan  and,  if such Interest Period extends for more
than three (3) months, at intervals of three (3) months after the first day
of such Interest Period or (iii) if  earlier,  upon  payment in full of the
principal amount of such Loan.

     ..   PREPAYMENTS  AND  CASH COLLATERAL.  Notwithstanding  any  of  the
other provisions of this Agreement,  if  any  repayment  or  prepayment  of
Eurodollar  Rate Loans, Eurodollar Rate Segments, Bankers' Acceptances (and
Discount Notes  issued in lieu thereof) or Bankers' Acceptances Segments is
required to be made  or  is made other than on the last day of the Interest
Period therefor or period  thereof,  respectively,  the applicable Facility
Borrower may in its sole discretion (but shall not be  required to) deposit
the  amount  of  any  such  repayment or prepayment in the applicable  Cash
Collateral Account until the  last  day  of  such  Interest  Period or such
period,  at which time the Relevant Agent shall be authorized (without  any
further action by any Borrower) to apply such amount to the payment of such
Loan, Segment, Bankers' Acceptance or Discount Note.

     ..   EVIDENCE  OF OBLIGATIONS. The Agents, and the Canadian Swing Line
Facility Lender, with  respect  to  the Loans under the Canadian Swing Line
Facility, shall open and maintain in  their  books,  accounts  and  records
evidencing  the  Loans  made  available by the Lenders, payments or account
thereof and all other amounts becoming  due  hereunder,  including interest
and fees.  Such accounts and records shall constitute PRIMA  FACIE evidence
of  the obligations of the applicable Facility Borrower under the  Canadian
Facilities  absent demonstrable error, and the Notes shall constitute PRIMA
FACIE evidence  of  the  obligations  of  the applicable Facility Borrowers
under the US Facilities.

     ..   RISK PARTICIPATION AMONG LENDERS.   In the event that pursuant to
the  allocation  of  proceeds  made in conformity with  SECTION  12.5,  the
aggregate amount of the Outstandings  owing to the Canadian Lenders are not
equal to the amount of the Outstandings  owing  to the US Lenders, then the
Lenders  to  whom less Outstandings are owed (the "Participating  Lenders")
shall purchase  Participations  in  the  Outstandings  owing  to  the other
Lenders  (the "Selling Lenders") in an amount by each Participating  Lender
such that,  after  giving  effect  to  such  Participations, the Applicable
Outstanding  Percentage for each Lender shall be  equal  to  such  Lender's
Applicable Total  Commitment  Percentage.   Each Participating Lender shall
pay to the Relevant Agent for the account of  the  Selling  Lenders  in  US
Dollars  and  in  immediately  available  funds,  an  amount  equal  to its
Participation  (as  given notice thereof by the Relevant Agent) within five
(5) Business Days of  receipt  of  such  notice.   Simultaneously  with the
making of each such payment, each Participating Lender shall, automatically
and  without  any  further  action  on  the  part  of any Lender, acquire a
Participation  in  the  amount  of such payment in the Obligations  of  the
applicable Facility Borrowers related  to  the  Outstandings  in  which the
Participating Lenders purchase such Participation.



<PAGE>


                                 ARTICLE

                                 SECURITY

     ..   SECURITY.   As  security  for the full and timely payment of  all
Obligations, the following Borrowers  or  Guarantors shall on or before the
Original Closing Date grant for the benefit  of  the  Lenders the following
duly  perfected  first  priority  (subject  to  Permitted  Liens)  security
interest and hypothecs:

          ()  collateral  security  interest  and hypothec by each  of  the
     Borrowers and Guarantors (excluding Consoltex International, Consoltex
     Mexico,  Rafytek,  Rafytica, Royalton, Marino  Mexico,  Vera  Pak  and
     Vestco) in all Collateral;

          () pledge of the  bonds  issued  by Consoltex and Consoltex Group
     and secured by the Collateral of such Borrowers;

          () cross corporate guarantees of the  Obligations  of each of the
     Borrowers  by  each  of  the  Guarantors  (Rafytek,  Consoltex Mexico,
     Rafytica,  Royalton, Marino Mexico, Vera Pak and Vestco  to  guarantee
     only the Obligations  of Consoltex Mexico, Consoltex Group, Consoltex,
     Rafytek, Rafytica, Royalton, Marino Mexico, Vestco and Vera Pak);

          () assignment, pledge  and  hypothec  of  100%  of the issued and
     outstanding shares of each of the Guarantors (sixty-five percent (65%)
     in  the  case  of  the  voting  shares  of Consoltex Mexico,  Rafytek,
     Rafytica and Marino Mexico) with the exception of the shares issued by
     Consoltex Group, Royalton, Vera Pak and Vestco,

in each case in accordance with the terms, and  to  the extent required in,
the  applicable Security Instruments, and do all things  necessary  in  the
reasonable  opinion  of  the  Agents  and  their counsel to grant to the US
Collateral Agent and the Canadian Collateral Trustee for the benefit of the
Lenders a duly perfected first priority security interest in all Collateral
subject to no prior Lien other than Permitted Liens.

     ..   FURTHER  ASSURANCES.   At  the  request   of  either  Agent,  the
Borrowers  will or will cause their Subsidiaries, as the  case  may  be  to
execute, by their duly authorized officers, alone or with either Agent, the
US Collateral  Agent or the Canadian Collateral Trustee, as applicable, any
certificate, instrument,  statement  or  document,  or  to procure any such
certificate,  instrument,  statement  or  document, or to take  such  other
action (and pay all connected costs) which  either  Agent  reasonably deems
necessary from time to time to create, continue or preserve  the  Liens  in
the  Collateral  (and the perfection and priority thereof) of the US Agent,
the US Collateral  Agent  and  the Canadian Collateral Trustee contemplated
hereby and by the other Loan Documents.

 ..   INFORMATION REGARDING COLLATERAL.   Each Borrower represents, warrants
and covenants that (i) the chief executive office of such Borrower and each
of its Subsidiaries providing Collateral (each, a "Grantor") at the Closing
Date is located at the address or addresses  specified on SCHEDULE 6.3, and
(ii) SCHEDULE 6.3 contains a true and complete  list  of  (a)  the name and
address  of  each  Grantor  and of each other Person that has effected  any
merger or consolidation with  a  Grantor or contributed or transferred to a
Grantor any material property constituting  Collateral  at  any  time since
December 31, 1995 (excluding Persons making sales in the ordinary course of
their  businesses  to  a Grantor of property constituting inventory in  the
hands of such seller), (b)  each  location of the chief executive office of
each Grantor at any time since December  31,  1995 and (c) each location at
which any material property constituting Collateral  is or has been located
since December 31, 1995 (together with the name of each  owner  of the real
property  located  at  such  address  if  not the applicable Grantor).   No
Borrower shall change or permit any other Grantor to change the location of
its  chief  executive  office  or  to  move  any material  portion  of  the
Collateral to any location not specified in clause  (c)  of the immediately
preceding  sentence,  except  upon  giving not less than ten (10)  Business
Days' prior written notice to each Agent  and taking or causing to be taken
all such action at such Borrower's or such  other  Grantor's expense as may
be  reasonably requested by either Agent, the US Collateral  Agent  or  the
Canadian  Collateral  Trustee  to perfect or maintain the perfection of the
Lien of the US Agent or the Canadian  Collateral Trustee, as applicable, in
the applicable Collateral.

     ..   LIMITATION OF CONSOLTEX OBLIGATIONS.  It is expressly agreed that
to the extent the Obligations of Consoltex under any Loan Documents involve
its guaranty of or responsibility for (or  its grant of a security interest
to  secure  its  guaranty  of or responsibility  for)  the  Obligations  of
Consoltex Group, or of or for  any  liability  of  any other Guarantor with
respect  to the Obligations of Consoltex Group, the amount  of  Consoltex's
guaranty or  such  responsibility  (and  the  amount  of  such  guaranty or
responsibility  that  is  secured)  shall  not exceed the Consoltex Maximum
Amount as defined in the applicable Facility Guaranty.



<PAGE>


                                 ARTICLE

                      YIELD PROTECTION AND ILLEGALITY

     ..   ADDITIONAL  COSTS.   ()   The  Borrowers  shall  within  two  (2)
Business Days of demand therefor by any Lender  (with a copy of such demand
to the Relevant Agent) pay to the Relevant Agent  for  the  account of such
Lender from time to time, without duplication, such amounts as  such Lender
may  reasonably  determine  to be necessary to compensate it for any  costs
incurred by such Lender which  it determines are attributable to its making
or  maintaining  any Loan or its obligation  to  make  any  Loans,  or  the
issuance or maintenance  by  an  Issuing  Bank,  of  or  any other Lender's
Participation in any Letter of Credit issued hereunder, or any reduction in
any amount receivable by such Lender under this Agreement  or  the Bankers'
Acceptances or the Notes in respect of any of such Loans or the  Letters of
Credit,  including  reductions  in the rate of return on a Lender's capital
(such increases in costs and reductions  in  amounts receivable and returns
being  herein  called "Additional Costs"), resulting  from  any  Regulatory
Change which: (i)  changes  the basis of taxation of any amounts payable to
such Lender under this Agreement  or  the Bankers' Acceptances or the Notes
in respect of any of such Loans or the  Letters  of  Credit  (excluding for
purposes  of this SECTION 7.1 any such increased costs resulting  from  (A)
Taxes (as to  which SECTION 7.7 shall govern), and (B) changes in the basis
of taxation of  overall  net  income  or overall gross income by the United
States, by Canada or by any other foreign  jurisdiction  or state under the
laws  of which such Lender is organized or has its Lending  Office  or  any
political  subdivision  thereof);  or (ii) imposes or modifies any reserve,
special, deposit, or similar requirements  relating  to  any  extensions of
credit  or  other assets of, or any deposits with or other liabilities  of,
such Lender (other than any such reserve, special, deposit or other similar
requirement reflected  in  the  Prime Rate, the Reference Rate, the Federal
Funds Effective Rate or the Interbank  Offered  Rate, or otherwise provided
for in SECTION 7.6); or (iii) has the effect of reducing the rate of return
on capital of any such Lender to a level below that  which the Lender would
have  achieved  but  for such Regulatory Change (taking into  consideration
such Lender's policies  and  the  policies  of  its parent corporation with
respect  to  capital  adequacy); PROVIDED, HOWEVER,  that  any  demand  for
Additional Costs is made  by the applicable Lender within 60 days after the
date  on  which the officer of  such  Lender  who  has  responsibility  for
compliance with the obligations under this Agreement knows or has reason to
know of such  Lender's  right  to  any  Additional Costs under this SECTION
7.1(A) or, if any such Lender fails to deliver  such demand within such 60-
day  period,  such Lender shall only be entitled to  compensation  for  any
Additional Costs  from and after the date that is 60 days prior to the date
such Lender delivers  such  demand;  and  PROVIDED  FURTHER,  HOWEVER, that
before making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions)
to designate a different Lending Office if the making of such a designation
would  avoid  the need for, or reduce the amount of, such Additional  Costs
and would not,  in  the  reasonable  judgment  of such Lender, be otherwise
disadvantageous to such Lender.  A certificate as  to  the  amount  of such
Additional  Costs  (including  the  basis  of  calculation  thereof) and an
explanation of the Regulatory Change giving rise thereto, submitted  to the
Borrowers  and  the  Relevant Agent by such Lender, shall be conclusive and
binding for all purposes, absent demonstrable error.

()   Without limiting  the  effect  of  the  foregoing  provisions  of this
SECTION  7.1,  in  the  event that, by reason of any Regulatory Change, any
Lender either (i) incurs  Additional  Costs  based  on  or  measured by the
excess above a specified level of the amount of a category of  deposits  or
other  liabilities  of  the  Lender which includes deposits by reference to
which  the  interest  rate on Eurodollar  Rate  Loans  or  Eurodollar  Rate
Segments is determined  as  provided  in  this  Agreement  or a category of
extensions  of  credit  or  other  assets  of  any  Lender  which  includes
Eurodollar  Rate  Loans or Eurodollar Rate Segments or (ii) becomes subject
to restrictions on  the  amount of such a category of liabilities or assets
which it may hold, then (A)  if the Lender so elects by notice to the other
Lenders and the Facility Borrowers, the obligation hereunder of such Lender
to  make Eurodollar Rate Loans,  and  to  convert  Base  Rate  Segments  or
Bankers'  Acceptances  Segments into Eurodollar Rate Segments, that are the
subject  of such restrictions  shall  be  suspended  until  the  date  such
Regulatory  Change  ceases  to be in effect and the Borrowers shall, on the
last  day(s)  of  the  then  current  Interest  Period(s)  for  outstanding
Eurodollar Rate Segments, convert  such  Eurodollar Rate Segments into Base
Rate  Segments  or  Bankers'  Acceptances Segments,  if  available  and  as
selected by the applicable Facility Borrowers with appropriate prior notice
having  been  given;  PROVIDED,  HOWEVER,   that  the  suspension  of  such
obligation and the conversion of any Eurodollar  Rate  Segments  into  Base
Rate  Segments  or  Bankers'  Acceptances  Segments,  if  available  and as
selected by the applicable Facility Borrowers with appropriate prior notice
having  been  given  shall apply only to any Lender who is affected by such
restrictions, and the  obligation  of  the other Lenders to make Eurodollar
Rate  Loans,  and  to convert Base Rate Segments  or  Bankers'  Acceptances
Segments into Eurodollar  Rate  Segments,  shall  not  be  affected by such
restrictions  and  (B) the Facility Borrowers may, upon at least  five  (5)
Business Days' notice  to  such  Lender  (with a copy of such notice to the
Relevant Agent), elect that, until the circumstances  causing  such  demand
for  Additional  Costs  no longer apply to such Lender, all Eurodollar Rate
Loans or Eurodollar Rate  Segments  that  would  otherwise  be made by such
Lender  shall be made instead as Base Rate Loans or Base Rate  Segments  or
Bankers'  Acceptances or Bankers' Acceptances Segments, if available and as
selected by the applicable Facility Borrowers with appropriate prior notice
having been given, respectively.  In the event that the obligation of some,
but not all,  of  the  Lenders to make Eurodollar Rate Loans, or to convert
Base Rate Segments or Bankers'  Acceptances  Segments  into Eurodollar Rate
Segments,  is  suspended,  then  any  request  by any Borrower  during  the
pendency of such suspension for a Eurodollar Rate  Loan  or Eurodollar Rate
Segments  shall  be  deemed  a  request  for such Eurodollar Rate  Loan  or
Eurodollar Rate Segments from the Lender(s)  not subject to such suspension
and for a Base Rate Loan or Base Rate Segments  or  Bankers' Acceptances or
Bankers'  Acceptances  Segments,  if  available  and  as  selected  by  the
applicable  Facility  Borrowers with appropriate prior notice  having  been
given, from the Lender(s)  who are subject to such suspension, in each case
in  the respective amounts based  on  the  Lenders'  respective  Applicable
Commitment Percentages as the context may require.

     ()   Determinations  by any Lender for purposes of this SECTION 7.1 of
the effect of any Regulatory  Change on its costs of making or maintaining,
or being committed to make Loans,  or  by either Issuing Bank of the effect
of any Regulatory Change on its costs in  connection  with  the issuance or
maintenance  of,  or  any  other  Lender's Participation in, any Letter  of
Credit issued hereunder, or the effect  of any Regulatory Change on amounts
receivable by any Lender in respect of Loans  or  Letters of Credit, and of
the additional amounts required to compensate such Lender in respect of any
Additional Costs, shall be made taking into account such Lender's policies,
or  the  policies  of  the  parent corporation of such Lender,  as  to  the
allocation of capital, costs  and other items.  No request shall be made by
any  Lender for payment of any Additional  Costs  under  this  SECTION  7.1
unless  such  Lender has made or is making similar requests with respect to
the same Regulatory  Change  of  its  other  borrowing  customers similarly
situated with the Borrowers.
     ..   SUSPENSION   OF   LOANS    Anything   herein   to   the  contrary
notwithstanding, if, on or prior to the determination of any interest  rate
for  any  Eurodollar  Rate Loan or Eurodollar Rate Segment for any Interest
Period,  the Relevant Agent  determines  (which  determination  made  on  a
reasonable basis shall be conclusive absent demonstrable error) that:

          ()  quotations  of  interest  rates  for  the  relevant  deposits
     referred  to  in the definition of "Interbank Offered Rate" in SECTION
     1.1 are not being provided in the relevant amounts or for the relevant
     maturities for  purposes  of determining the rate of interest for such
     Eurodollar Rate Loan or Eurodollar  Rate  Segment  as provided in this
     Agreement; or

          () the relevant rates of interest referred to in  the  definition
     of "Interbank Offered Rate" in SECTION 1.1 upon the basis of which the
     Eurodollar  Rate for such Interest Period is to be determined  do  not
     adequately reflect  the  cost  to the Lenders of making or maintaining
     such Eurodollar Rate Loan or Eurodollar Rate Segment for such Interest
     Period;

then  the Relevant Agent shall give the  other  Agent  and  the  Authorized
Representatives  prompt  notice  thereof,  and  so  long  as such condition
remains  in  effect,  the  Lenders  shall  be under no obligation  to  make
Eurodollar Rate Loans that are subject to such  condition,  or  to  convert
Base  Rate  Segments  or Bankers' Acceptances Segments into Eurodollar Rate
Segments, and the Borrowers  shall  on  the last day(s) of the then current
Interest Period(s) for all such outstanding  Eurodollar  Rate  Segments, as
applicable,   convert  all  such  Eurodollar  Rate  Segments  into  another
Eurodollar Rate  Segment  if such Eurodollar Rate Segment is not subject to
the  same  or  similar  condition,   or  Base  Rate  Segments  or  Bankers'
Acceptances Segments, if available hereunder.   The  Relevant  Agent  shall
give  the Authorized Representatives notice describing in reasonable detail
any event or condition described in this SECTION 7.2 promptly following the
determination by the Lenders that the availability of Eurodollar Rate Loans
or Eurodollar Rate Segments is, or is to be, suspended as a result thereof.

 ..   ILLEGALITY.  Notwithstanding any other provision of this Agreement, in
the event  that  it becomes unlawful for any Lender to honor its obligation
to  make  Eurodollar  Rate  Loans  or  maintain  Eurodollar  Rate  Segments
hereunder,   then   such   Lender  shall  promptly  notify  the  Authorized
Representatives (with a copy to the Agents) and such Lender's obligation to
make Eurodollar Rate Loans or  continue  Eurodollar  Rate  Segments,  or to
convert Base Rate Segments or Bankers' Acceptances Segments into Eurodollar
Rate  Segments, shall be suspended until such time as such Lender may again
make Eurodollar  Rate Loans and maintain Eurodollar Rate Segments, and such
Lender's outstanding  Eurodollar Rate Segments shall be converted into Base
Rate  Segments  or Bankers'  Acceptances  Segments,  if  available  and  as
selected by the applicable Facility Borrowers with appropriate prior notice
having been given  in  accordance  with ARTICLE V or earlier if required by
applicable law.  The conversion of any  Eurodollar  Rate Segments into Base
Rate  Segments  or  Bankers'  Acceptances  Segments,  if available  and  as
selected by the applicable Facility Borrowers with appropriate prior notice
having been given shall apply only to any Lender who is  affected  by  such
restrictions  and  who  has  provided  the  notice described above, and the
obligation  of  the other Lenders to make Eurodollar  Rate  Loans,  and  to
convert Base Rate Segments or Bankers' Acceptances Segments into Eurodollar
Rate Segments, shall  not  be  affected by such restrictions.  In the event
that the obligation of some, but not all, of the Lenders to make Eurodollar
Rate  Loans,  or  to convert Base Rate  Segments  or  Bankers'  Acceptances
Segments into Eurodollar  Rate  Segments, is so suspended, then any request
by the Borrowers during the pendency  of  such  suspension for a Eurodollar
Rate Loan or Eurodollar Rate Segment shall be deemed  a  request  for  such
Eurodollar  Rate  Loan  or  Eurodollar  Rate Segment from the Lender(s) not
subject to such suspension and for a Base Rate Loan or Base Rate Segment or
Banker's Acceptances or Bankers' Acceptances  Segments, if available and as
selected by the applicable Facility Borrowers with appropriate prior notice
having been given, from the Lender(s) who are subject  to  such suspension,
in  each  case  in the respective amounts based on the Lenders'  respective
Applicable Commitment Percentages as the context may require.

     ..   COMPENSATION.   The  Borrowers shall promptly pay to each Lender,
upon  the request of such Lender,  such  amount  or  amounts  as  shall  be
sufficient  (in  the reasonable determination of such Lender) to compensate
it for any loss (excluding  any  loss  of  anticipated  profits),  cost  or
expense  reasonably  incurred  by it in order to pay interest to Lenders on
funds borrowed by it to make or carry its Eurodollar Rate Loans or Bankers'
Acceptances as Eurodollar Rate Segments  or  Bankers' Acceptances Segments,
respectively, or to liquidate or reemploy deposits  or other funds acquired
by it to fund or maintain such Loan or Segment as a result of:

          () any payment of face amount in respect of a Banker's Acceptance
     Segment  (other than a payment which consists of  an  amount  of  cash
     deposited  with the Canadian Agent to be held pursuant to the terms of
     the Cash Collateral  Agreement)  on  a date other than the last day of
     the  period  of  such Bankers' Acceptances  Segment,  or  any  payment
     (including a payment  made  pursuant  to an acceleration under SECTION
     12.1(I)(B)), prepayment or conversion of  a Eurodollar Rate Segment on
     a  date  other  than  the  last day of the Interest  Period  for  such
     Eurodollar Rate Segment, including in each case without limitation any
     conversion required pursuant to SECTION 7.3; or

          () any failure by any Borrower  to  borrow a Eurodollar Rate Loan
     on  the  date for such borrowing specified in  the  relevant  Drawdown
     Notice or under ARTICLES II OR III hereof.

     A determination of a Lender as to the amounts payable pursuant to this
SECTION 7.4 shall  be  conclusive, absent demonstrable error, PROVIDED that
such determinations are  made on a reasonable basis.  The Lender requesting
compensation  under  this  SECTION   7.4  shall  promptly  furnish  to  the
Authorized  Representatives  and  the  Relevant   Agent   calculations   in
reasonable  detail  setting forth such Lender's determination of the amount
of such compensation.

 ..   ALTERNATE LOAN AND  LENDER.   In  the  event  any  Lender suspends the
making of any Eurodollar Rate Loan or Eurodollar Rate Segment  pursuant  to
this  ARTICLE  VII  (herein a "Restricted Lender"), the Restricted Lender's
Applicable Commitment  Percentage of any Eurodollar Rate Loan or Eurodollar
Rate Segment, to the extent  a  Bankers'  Acceptances  Segment has not been
selected in accordance with this ARTICLE VII, shall bear  interest  at  the
Base  Rate  or the Eurodollar Rate for which the suspension does not apply,
as selected by  the  applicable Borrowers, until the Restricted Lender once
again makes available  the  applicable  Eurodollar  Rate Loan or Eurodollar
Rate  Segment.  Notwithstanding  the  provisions of ARTICLES  II  AND  III,
interest shall be payable to the Restricted  Lender  at the time and manner
as  paid  to  those  Lenders  making  available  Eurodollar Rate  Loans  or
Eurodollar Rate Segments.  Each Restricted Lender shall promptly and in any
event within five (5) Business Days give notice to  the  Relevant Agent and
each of the Facility Borrowers if the circumstances causing  such Lender to
become a Restricted Lender no longer exist.

     ..   ADDITIONAL  INTEREST  ON  EURODOLLAR  RATE LOANS.  The applicable
Facility Borrowers shall pay to each Lender, so long  as  and to the extent
such Lender has incurred additional costs to fund Eurodollar Rate Loans and
Eurodollar  Rate Segments because it is required under regulations  of  the
Board to maintain reserves with respect to liabilities or assets consisting
of or including  Eurocurrency  Liabilities  (as  defined  in Regulation D),
additional interest on the unpaid principal amount of each  Eurodollar Rate
Loan  or  Eurodollar  Rate  Segment of such Lender, from the date  of  such
Eurodollar Rate Loan or Eurodollar Rate Segment until such principal amount
is paid in full, at an interest  rate  per  annum equal at all times to the
remainder obtained by subtracting (a) the Interbank  Offered  Rate  for the
applicable Interest Period for such Eurodollar Rate Loan or Eurodollar Rate
Segment from (b) the rate obtained by dividing such Interbank Offered  Rate
by  a  percentage  equal to 100% minus the Eurodollar Reserve Percentage of
such Lender for such  Interest  Period,  payable  on  each  date  on  which
interest  is  otherwise  payable on such Eurodollar Rate Loan or Eurodollar
Rate Segment.  Such Lender  shall  as soon as practicable provide notice to
the  Relevant  Agent  and  each  of  the Facility  Borrowers  of  any  such
additional interest arising in connection with such Eurodollar Rate Loan or
Eurodollar Rate Segment, which notice  shall  be  conclusive  and  binding,
absent  demonstrable  error.   A  Lender  that delivers a notice under this
SECTION  7.6  shall promptly notify the Relevant  Agent  and  each  of  the
Facility Borrowers  if  the  circumstances  giving  rise  to such notice no
longer exist.

     ..   TAXES.   ()  All payments by the Borrowers of principal  of,  and
interest on, the Loans and  all  other  amounts  payable hereunder shall be
made  free  and clear of and without deduction for any  present  or  future
excise, stamp  or  similar  taxes,  fees, duties, levies, imposts, charges,
deductions, withholdings or other charges  of any nature whatsoever imposed
by any taxing authority, but excluding (i) franchise  taxes, (ii) any taxes
(other  than  withholding  taxes)  that  would  not be imposed  but  for  a
connection between a Lender or either Agent and the  jurisdiction  imposing
such  taxes  (other  than  a  connection  arising  solely  by virtue of the
activities of such Lender or such Agent pursuant to or in respect  of  this
Agreement  or  any  other  Loan  Document),  (iii)  any taxes imposed on or
measured by any Lender's assets, net income, receipts  or  branch  profits,
and (iv) any taxes arising after the Closing Date solely as a result  of or
attributable  to  a  Lender changing its Lending Office after the date such
Lender becomes a party  hereto  ( the non-excluded items being collectively
called "Taxes").  In the event that  any  withholding or deduction from any
payment to be made by any Borrower hereunder  is required in respect of any
Taxes  pursuant  to  any  applicable  law,  rule or regulation,  then  such
Borrower will

          (x)  pay  directly  to  the relevant authority  the  full  amount
     required to be so withheld or deducted;

          (y) promptly forward to the Relevant Agent an official receipt or
     other documentation reasonably  satisfactory  to such Agent evidencing
     such payment to such authority; and

     (z) pay to the Relevant Agent, for the account  of  each Lender (or to
     Bank of America as a participant of National Bank of  Canada after the
     occurrence of an Acceleration Event (in such event, "Bank  of  America
     as Participant"), as applicable) such additional amount or amounts  as
     is  necessary  to ensure that the net amount actually received by each
     affected Lender  (and  Bank  of America as Participant) will equal the
     full amount such Lender (or Bank of America as Participant) would have
     received had no such withholding or deduction been required.

     ()   With respect only to the  US  Facilities  and  the  Term  B  Loan
Facility,  each US Term Loan Facility Lender, US Revolving Facility Lender,
Term B Loan  Facility  Lender  or participant organized under the laws of a
jurisdiction outside the United  States  prior  to  the date such Lender or
participant  becomes  a  party  hereto  (including,  as  a  result,  of  an
Assignment  and  Acceptance),  and from time to time thereafter  if  either
requested by any Borrower or the  US  Agent  or  upon  the  obsolescence or
expiration of any previously delivered form, shall provide the US Agent and
the  Borrowers with (i) two (2) original executed copies of a  correct  and
completed  Internal  Revenue  Service form 1001 or 4224, as appropriate, or
any successor or other form prescribed  by  the  Internal  Revenue Service,
certifying that payments to such Lender or participant are not  subject  to
United  States  federal withholding tax under the Code because such payment
is  either effectively  connected  with  the  conduct  by  such  Lender  or
participant  of  a trade or business in the United States or totally exempt
from United States  federal withholding tax by reason of the application of
an income tax treaty  to  which the United States is a party or such Lender
is  otherwise exempt, (ii) or  to  the  extent  permitted  by  law,  as  an
alternative to form 1001 or 4224, each such US Term Facility Lender, Term B
Loan  Facility Lender or US Revolving Credit Facility Lender or participant
may provide  the  Borrowers  and  the  US  Agent with two original executed
copies  of  Internal  Revenue  Service  Form W-8,  or  any  successor  form
prescribed by the Internal Revenue Service,  certifying that such Lender is
exempt  from  United States federal withholding  tax  pursuant  to  Section
871(h) or 881(c)  of  the Code, together with an annual certificate stating
that such Lender or participant  is  not  a  "person"  described in Section
871(h)(3) or 881(c)(3) of the Code and (iii) a duly completed  and executed
Internal Revenue Service Form W-8 or W-9, as appropriate, or any  successor
or  other form establishing an exemption from United States federal  backup
withholding  tax.   Each such Lender further agrees to complete and deliver
to any requesting Borrower  such  other forms or other documentation as may
be appropriate to minimize any withholding tax on payments pursuant to this
Agreement or under the Notes under  the  laws  of  any  other  jurisdiction
unless such completion and delivery may in any event be disadvantageous for
such Lender.  For purposes of this subsection (b), the term "UNITED STATES"
shall have the meaning specified in Section 7701 of the Code.

     ()   If  any  Borrower  fails  to  pay  any  Taxes  when  due  to  the
appropriate taxing authority or fails to remit to the applicable Agent, for
the  account  of  the  respective  Lender,  the  required receipts or other
required documentary evidence, such Borrower shall  indemnify  the  Lenders
for any incremental Taxes, interest or penalties that may become payable by
any  Lender  as  a result of any such failure other than incremental Taxes,
interest or penalties arising solely as a result of the willful misconduct,
gross negligence or  violation of law of the Lenders.  For purposes of this
SECTION 7.7, a distribution  hereunder  by an Agent or any Lender to or for
the account of any Lender shall be deemed  a payment by or on behalf of the
Borrowers.

()   For any period with respect to which a  Lender  has  failed  to comply
with  the  requirements  of  SECTION  7.7(B)  to  furnish  the  appropriate
documentation referred to therein (OTHER THAN if such failure is  due  to a
change  in  law  occurring  after  the  date on which a form originally was
required to be provided), such Lender shall not be entitled to any payments
or indemnification under SECTION 7.7(A) OR  7.7(C)  with  respect  to Taxes
imposed  by  the United States or any other jurisdiction by reason of  such
failure.

     ()   Each  Lender  shall  use  reasonable efforts (consistent with its
internal policies and with legal and  regulatory  restrictions) to avoid or
minimize  any  amounts which might otherwise be payable  pursuant  to  this
SECTION 7.7, including,  upon  request  of  a  Borrower,  the change of its
Lending Office; PROVIDED, HOWEVER, that such efforts shall  not include the
taking of any actions by the Lender that would result in any  tax, costs or
other  expense to the Lender (other than a tax, cost or expense  for  which
the Lender shall have been reimbursed or indemnified by a Borrower pursuant
to this Agreement or otherwise) or any action which would in the reasonable
opinion of the Lender be otherwise disadvantageous to such Lender.

     ()   If  requested  by  a Borrower and at such Borrower's expense, any
Lender and the Relevant Agent  shall  take such steps as may be appropriate
to seek a refund of any Taxes paid by it  and  shall permit the Borrower to
participate in the preparation of any such refund  claim.  If any Lender or
either Agent receives a refund in respect of any Taxes for which the Lender
has  received  payment  from  a  Borrower hereunder, such  Lender  and  the
applicable Agent, within fifteen (15)  days  of such receipt, shall deliver
to such Borrower the amount of such refund.  In  addition,  any  Lender and
the  applicable  Agent  shall  execute  and  deliver  to  the Borrower such
certificates,  forms  or other documents which can be reasonably  furnished
consistent with the facts  and which are reasonably necessary to assist the
Borrower in applying for refunds  of  Taxes  remitted hereunder unless such
execution and delivery may in any event be disadvantageous to such Lender.

     ()   The agreements in this SECTION 7.7 shall  survive  the payment of
the Obligations and the termination of this Agreement.



<PAGE>


                                 ARTICLE

         CONDITIONS TO MAKING LOANS AND ISSUING LETTERS OF CREDIT

     ..   CONDITIONS OF CLOSING.  The closing of this Agreement  is subject
to  the  conditions  precedent  that the Agents shall have received on  the
Closing Date, in substantially the  form  of  the applicable Exhibit hereto
or,  if  there  is  no  applicable Exhibit hereto, in  form  and  substance
satisfactory to the Agents, the following:

          () executed originals of this Agreement;

          ()  payment of all  consent  and  agent's  fees  payable  by  the
     Borrowers on the Closing Date to the Agents and the Lenders; and

          () a  certificate  of  the  Chief  Financial Officer of Consoltex
     Group as to the absence of any Default or  Event  of Default as of the
     Closing Date.

     ..   CONDITIONS OF INITIAL ADVANCE OF TRANCHE B OF  TERM  B LOAN.  The
obligation of the Lenders to make the Tranche B of Term B Loans  is subject
to  the  conditions  precedent  that the Agents shall have received on  the
Tranche B Funding Date, in substantially the form of the applicable Exhibit
hereto or, if there is no applicable  Exhibit hereto, in form and substance
satisfactory to the Agents, the following:

          () executed originals of each of the Notes;

          () a fully-executed copy of Second  Amendment  to Mortgage in the
     form attached hereto as EXHIBIT J;

          ()  the  favorable  written  opinion  or opinions of  Shearman  &
     Sterling; Young, Clement, Rivers & Tisdale, LLP; Ogilvy Renault; Brown
     Rudnick  Freed  &  Gesmer  each  dated  the Tranche  B  Funding  Date,
     addressed to the Agents and the Lenders,  such  opinions  (other  than
     those  relating  to title) to be substantially in the form of EXHIBITS
     H-1 THROUGH H-4;

          () resolutions  of  the  boards of directors or other appropriate
     governing body (or of the appropriate committee thereof) of the Term B
     Borrower and each Term B Guarantor  (without duplication) certified by
     its secretary or assistant secretary as of the Tranche B Funding Date,
     approving  the increase in the commitment  amount  applicable  to  the
     Tranche B of  the  Term B Facility and approving and adopting the Loan
     Documents to be executed by such Person, and authorizing the execution
     and delivery thereof;

          () specimen signatures  of  officers  of  the Term B Borrower and
     each  Term  B  Guarantor  (without  duplication),  certified   by  the
     secretary or assistant secretary of the Term B Borrower or each Term B
     Guarantor as of the Tranche B Funding Date;

     () certificates of the secretary or assistant secretary of the Term  B
     Borrower  and each Term B Guarantor (without duplication), dated as of
     the Tranche  B  Funding  Date,  that  no  change  has  occurred to the
     organizational  documents  or  bylaws  of the Term B Borrower  or  the
     applicable Term B Guarantor since August 2, 1999;

          ()  certificates issued as of a recent  date  by  the appropriate
     Governmental Authority of the respective jurisdictions of formation of
     the Term B Borrower and each Term B Guarantor (without duplication) as
     to the due existence and good standing, where available, of the Term B
     Borrower and each Term B Guarantor;

          () certificate of an Authorized Representative dated  the Tranche
     B  Funding   Date  demonstrating,  on  a  pro forma basis after giving
     effect to all Tranche B of Term B Loans to  be  made  on the Tranche B
     Funding  Date,  the  Atlas  Acquisition,  and the application  of  the
     proceeds thereof, compliance with the financial covenants contained in
     SECTIONS   11.1(A)   THROUGH  11.1(E)  as  of  September   30,   1999,
     substantially in the form of EXHIBIT I;

          () Drawdown Notices,  if  any,  and, if elected by the Borrowers,
     Selection Notices;

          ()  a commitment to update the policies  insuring  title  on  the
     Initial Mortgaged  Properties   as  originally  delivered  pursuant to
     Section 8.1(xv) of the Existing Credit Agreement;

          ()  a  certificate  of  the  Chief Financial Officer of Consoltex
     Group as to the absence of any Default  or  Event of Default as of the
     Tranche B Funding Date;

          () a certificate of the chief financial officer of each issuer of
     the Subordinated Notes, certifying that the Obligations  under Tranche
     B of Term B Loan Facility qualify as "Senior Debt" (as defined  in the
     Subordinated Indenture);

          ()  a certified copy of the written notice by the chief financial
     officer of  each issuer of the Subordinated Notes to the trustee under
     the Subordinated Indenture designating the Obligations under Tranche B
     of  Term  B Loan  Facility  as  "Designated  Senior  Debt"  under  the
     Subordinated Indenture;

          () evidence  satisfactory  to the Agents of the completion of the
     AIP Tender in accordance with its  terms  without  waiver  thereof not
     acceptable to the Agents;

          () a certified copy of the Stockholders Agreement;

          ()  the  Agents and the Lenders shall have received on or  before
     the Tranche B Funding  Date payment of all upfront fees payable by the
     Borrowers in connection  with  Advances  under the Tranche B of Term B
     Loan Facility made on the Tranche B Funding Date; and

          () copies of all additional agreements, instruments and documents
     which the Agent or the Lenders may reasonably request, such documents,
     when   appropriate,  to  be  certified  by  appropriate   governmental
     authorities.
          For  purposes  of  determining  compliance  with  the  conditions
specified in SECTION 8.1, each Lender shall be deemed to have consented to,
approved or accepted or to be satisfied with each document or other  matter
required  thereunder  to  be  consented  to or approved by or acceptable or
satisfactory  to  the  Lenders  unless an officer  of  the  Relevant  Agent
responsible for the transactions  contemplated by this Agreement shall have
received notice from such Lender prior  to  the making of the initial Loans
specifying  its  objection  thereto and such Lender  shall  not  have  made
available to the Relevant Agent  such Lender's ratable portion of the Loans
to be made on the Tranche B Funding Date.

     ..   CONDITIONS OF REVOLVING LOANS.  The obligations of the Lenders to
make any Loan, and the Issuing Banks  to issue Letters of Credit, hereunder
on or subsequent to the Closing Date or  the  Tranche  B  Funding  Date are
subject   to  the  satisfaction  of  the  following  conditions  (it  being
understood  and  agreed  that the conversion or continuation of any Loan or
Segment  shall not require  the  satisfaction  of  any  of  the  conditions
precedent set forth in this SECTION 8.2):

          () the Agents shall have received Drawdown Notices as required by
     ARTICLES II OR III;

          ()  the  representations  and  warranties  of  the  Borrowers and
     Guarantors  set  forth  in  ARTICLE  IX and in each of the other  Loan
     Documents shall be correct in all material  respects  on and as of the
     date  of  such Loan or issuance of a Letter of Credit, with  the  same
     effect as though  such representations and warranties had been made on
     and  as  of  such  date,   except   (i)   to   the  extent  that  such
     representations and warranties expressly relate  to  an  earlier date,
     (ii)  that  the financial statements referred to in SECTION  9.5(A)(I)
     shall be deemed  to  be  those financial statements of Consoltex Group
     most recently delivered to  the  Agents  and  the  Lenders pursuant to
     SECTION 10.1(A)(I) after the date financial statements  are  delivered
     to  the  Agents  and  the Lenders in accordance with such Section  and
     (iii) that SECTIONS 9.4,  9.17  AND  9.12  shall  refer  to  Schedules
     referred  to  therein  as most recently updated and delivered together
     with the financial statements  referred to in SECTION 10.1(A) and that
     SECTIONS  9.7,  9.9 AND 9.15 shall  refer  to  Schedules  referred  to
     therein as most recently  updated  and  delivered  together  with  the
     financial statements referred to in SECTION 10.1(B);

          ()  in  the  case  of  the  issuance  of  a Letter of Credit, the
     appropriate Borrower shall have executed and delivered  to the Issuing
     Bank  an  Application  for  Letter  of  Credit  in  form  and  content
     reasonably  acceptable  to  the Issuing Bank, together with such other
     instruments and documents as it shall reasonably request;

          () at the time of (and after  giving  effect to) each Loan or the
     issuance of a Letter of Credit, no Default or  Event  of Default shall
     have occurred and be continuing and no Acceleration Event  shall  have
     occurred; and

          ()  the giving effect to the requested Loan or the issuing of the
     requested  Letter of Credit shall not cause the Outstandings under any
     Facility to  exceed  the applicable Maximum Permitted Principal Amount
     or, in the case of either  US Facility, the Consoltex Mexico Borrowing
     Limit.


<PAGE>


                                 ARTICLE

                      REPRESENTATIONS AND WARRANTIES

     Each Borrower represents and  warrants  with  respect to itself and to
its Subsidiaries (which representations and warranties  shall  survive  the
delivery of the documents mentioned herein and the making of Loans), that:

     ..   ORGANIZATION AND AUTHORITY.

          ()  Each  Borrower  and  each  Guarantor  is  a  corporation duly
     organized  and validly existing under the laws of the jurisdiction  of
     its formation;

          () Each  Borrower and each Guarantor (x) has the requisite power,
     authority, permits  and  authorizations  (including without limitation
     those under Environmental Laws) to own its  properties  and assets and
     to  carry  on  its  business as now being conducted, except where  the
     failure to have any such  permits  or  authorizations would not have a
     Material Adverse Effect, and (y) is qualified  to do business in every
     jurisdiction  in  which failure so to qualify would  have  a  Material
     Adverse Effect;

          () Each Borrower  has the power and authority to execute, deliver
     and perform this Agreement and the Notes, and to borrow hereunder, and
     to execute, deliver and  perform  each  of the other Loan Documents to
     which it is a party;

          () Each Guarantor has the power and authority to execute, deliver
     and perform the Facility Guaranty and each of the other Loan Documents
     to which it is a party; and

          () When executed and delivered, each  of  the  Loan  Documents to
     which  any  Borrower  or  any Guarantor is a party will be the  legal,
     valid and binding obligation or agreement, as the case may be, of such
     Borrower or such Guarantor,  enforceable against such Borrower or such
     Guarantor in accordance with its  terms,  subject to the effect of any
     applicable bankruptcy, moratorium, insolvency, reorganization or other
     similar  law  affecting  the  enforceability  of   creditors'   rights
     generally  and  to the effect of general principles of equity (whether
     considered in a proceeding at law or in equity).

     ..   LOAN DOCUMENTS.   The execution, delivery and performance by each
Borrower and each Guarantor of  each of the Loan Documents to which it is a
party:

          () have been duly authorized  by  all  requisite corporate action
     (including any required shareholder approval)  of  each  Borrower  and
     each  Guarantor  required  for  the  lawful  execution,  delivery  and
     performance thereof;

     ()  do  not  violate  any  provisions  of  (i) applicable law, rule or
     regulation, (ii) any judgment, writ, order,  determination,  decree or
     arbitral  award  of  any  Governmental Authority or arbitral authority
     binding on any Borrower or  any  Guarantor  or  its properties, except
     where such violation would not reasonably be expected  to  result in a
     Material  Adverse  Effect or (iii) the charter documents or bylaws  of
     any Borrower or any Guarantor;

          () do not conflict  with,  result in a breach of or constitute an
     event of default, or an event which,  with  notice or lapse of time or
     both,  would  constitute  an  event  of default, under  any  contract,
     indenture, agreement or other instrument  or  document  to  which  any
     Borrower  or  any  Guarantor is a party, or by which the properties or
     assets of any Borrower  or  any Guarantor are bound, except where such
     conflict, breach or event of  default would not reasonably be expected
     to result in a Material Adverse Effect; and

          () do not result in the creation  or  imposition of any Lien upon
     any  of  the  properties or assets of any Borrower  or  any  Guarantor
     except any Liens  in  favor  of  the US Collateral Agent, the Canadian
     Collateral  Trustee, the Agents and  the  Lenders  created  under  the
     Security Instruments.

     ..   SOLVENCY.   Each  Borrower and each Guarantor (other than Rafytek
and Rafytica) is Solvent after  giving  effect  to the Facilities and other
transactions contemplated by the Loan Documents.

     ..   SUBSIDIARIES, STOCKHOLDERS, SHAREHOLDERS AGREEMENTS.  No Borrower
has any Subsidiaries other than those Persons as of the Closing Date listed
as  Subsidiaries  in  SCHEDULE 9.4 and additional Subsidiaries  created  or
acquired after the Closing  Date in compliance with SECTION 10.17; SCHEDULE
9.4  states  as  of  the Closing  Date  the  organizational  form  of  each
Subsidiary listed thereon, the authorized and issued capitalization of each
such Subsidiary, the number  of  shares  or  other equity interests of each
class  of capital stock or interest issued and  outstanding  of  each  such
Subsidiary  and  the  number  or  percentage of outstanding shares or other
equity interest (including options,  warrants  and  other rights to acquire
any interest) of each such class of capital stock or  other equity interest
owned by any Borrower or by any such Subsidiary; the outstanding  shares or
other  equity  interests  of each such Subsidiary have been duly authorized
and validly issued and are  fully paid and nonassessable; and each Borrower
and each such Subsidiary owns beneficially and of record all the shares and
other interests in other Subsidiaries  that  it  is  listed  as  owning  in
SCHEDULE  9.4,  free  and clear of any Lien (other than Liens created under
the Security Instruments  and  Statutory  Permitted  Liens);  there  are no
shareholders agreement existing among the shareholders of the Borrowers.

     ..   FINANCIAL CONDITION.

          ()  Consoltex  Group  has  heretofore furnished to each Lender an
     audited  consolidated  balance  sheet   of  Consoltex  Group  and  its
     Subsidiaries as at December 31, 1998 and  the  notes  thereto  and the
     related  consolidated  statements of income, stockholders' equity  and
     cash flows for the Fiscal  Year  then ended, as examined and certified
     by PriceWaterhouseCoopers, LLP.  Except  as  set  forth  therein, such
     financial statements (including the notes thereto) present  fairly the
     financial condition of Consoltex Group and its Subsidiaries as  of the
     end  of  such  Fiscal  Year  and  results  of their operations and the
     changes in its stockholders' equity for the  Fiscal  Year  then ended,
     all in conformity with GAAP;

     ()  since December 31, 1998 there has been no Material Adverse  Effect
     (solely  as defined in clause (i) of the definition thereof), nor have
     such businesses or properties of the Borrowers and their Subsidiaries,
     taken as a  whole,  been materially and adversely affected as a result
     of  any  fire,  explosion,   earthquake,  accident,  strike,  lockout,
     combination of workers, flood, embargo or act of God; and

          () except as permitted by SECTION 11.5 as of the Original Closing
     Date,  as  of the Closing Date no  Borrower  nor  any  Subsidiary  has
     incurred, other  than in the ordinary course of business, any material
     Indebtedness which remains outstanding or unsatisfied.

     ..   TITLE TO PROPERTIES.   Each  Borrower and each Guarantor has good
and  marketable  title  to  all  its  real  and  personal  properties  that
constitute Collateral to which a Lien is intended  to  be  perfected or are
included  in the Borrowing Base and to all of its other material  real  and
personal properties,  subject  to  no  other  Liens of any kind, except for
Permitted Liens.

     ..   TAXES.  Except as set forth in SCHEDULE  9.7  as  of the Original
Closing Date, each Borrower and Guarantor and each of its Subsidiaries  has
filed  or  caused  to  be  filed  all material federal, state and local tax
returns which, to the knowledge of  such  Borrower  or  such  Guarantor  or
Subsidiaries  with  respect  to  such local tax returns, are required to be
filed by it and, except for taxes  and  assessments being contested in good
faith  by  appropriate proceedings and against  which  reserves  have  been
established  in  accordance  with  GAAP, have paid or caused to be paid all
taxes as shown on said returns or on  any assessment received by it, to the
extent that such taxes or assessments have become due.

     ..   OTHER AGREEMENTS.  No Borrower  nor  any Subsidiary is in default
in the performance, observance or fulfillment of  any  of  the obligations,
covenants or conditions contained in any agreement or instrument  to  which
any  Borrower  or any Subsidiary is a party, which default would reasonably
be likely to have, a Material Adverse Effect.

     ..   LITIGATION.   Except  as  set  forth  in  SCHEDULE  9.9 as of the
Original Closing Date, there is no action, suit or proceeding at  law or in
equity  or  by  or  before  any  governmental  instrumentality or agency or
arbitral  body  pending,  or,  to  the knowledge of any  Borrower,  overtly
threatened by or against any Borrower  or  any  Subsidiary  or any Employee
Benefit  Plan  thereof or affecting any Borrower or any Subsidiary  or  any
Employee Benefit  Plan  thereof or any properties or rights of the Borrower
or any Subsidiary, in which  there is a reasonable likelihood of an adverse
determination which would reasonably  be  likely to have a Material Adverse
Effect.

 ..   MARGIN STOCK.  The proceeds of the Advances  made,  Letters  of Credit
issued  and  Bankers'  Acceptances  accepted hereunder will be used by  the
respective Borrowers only for the purposes  set  forth  in SECTIONS 2.8 AND
3.7,  respectively.   None  of  such  proceeds  will  be used, directly  or
indirectly, for the purpose of purchasing or carrying any  margin  stock or
for  the  purpose  of  reducing  or  retiring  any  Indebtedness  which was
originally  incurred  to  purchase  or  carry margin stock or for any other
purpose which might constitute any of the  Loans  under  this  Agreement  a
"purpose credit" within the meaning of Regulation U (12 C.F.R. Part 221) or
Regulation  X (12 C.F.R. Part 224) of the Board.  No Borrower nor any agent
acting in its  behalf  has  taken or will take any action which might cause
this Agreement or any of the  documents  or  instruments delivered pursuant
hereto to violate any regulation of the Board  or to violate the Securities
Exchange  Act  of  1934,  as amended, or the Securities  Act  of  1933,  as
amended, or any state securities  laws,  in  each  case as in effect on the
date hereof.

     ..   INVESTMENT  COMPANY.   No  Borrower  nor  any  Subsidiary  is  an
"investment  company,"  or  an  "affiliated  person"  of, or "promoter"  or
"principal  underwriter" for, an "investment company", as  such  terms  are
defined in the  Investment  Company  Act  of  1940,  as  amended (15 U.S.C.
<section> 80a-1, ET SEQ.).  The application of the proceeds  of  the  Loans
and repayment thereof by the Borrowers and the performance by the Borrowers
and  the  Guarantors of the transactions contemplated by the Loan Documents
will not violate  any  provision  of  said  Act, or any rule, regulation or
order issued by the Securities and Exchange Commission  thereunder, in each
case as in effect on the date hereof.

     ..   PATENTS, ETC.  Except as set forth in SCHEDULE  9.12  as  of  the
Original  Closing  Date,  each  Borrower and each Guarantor owns or has the
right to use, under valid license  agreements  or  otherwise,  all material
patents,  licenses, franchises, trademarks, trademark rights, trade  names,
trade name  rights  and  trade  secrets  necessary  for  the conduct of its
businesses  as  now  conducted,  without  known  conflict with any  patent,
license, franchise, trademarks, trade secret, trade name, other proprietary
right of any other Person.  No Borrower, Guarantor  or any Subsidiary owns,
or has the right to use under valid license agreements  or  otherwise,  any
material copyrights.

     ..   NO  UNTRUE  STATEMENT.   All  written  information,  exhibits and
reports  furnished  by or on behalf of the Borrowers and the Guarantors  to
the  Agents  and  the  Lenders  in  connection  with  the  negotiation  and
preparation of the Loan  Documents  (other than any projections and budgets
delivered thereto pursuant to SECTION  10.1(E) or otherwise) do not contain
any untrue statement of a material fact  or, considered as a whole, omit to
state a material fact necessary to make the  statements  made  therein,  in
light  of  the circumstances under which any such statements were made, not
misleading.

     ..   NO CONSENTS, ETC. Neither the respective businesses or properties
of any Borrower or any Guarantor, nor any relationship between any Borrower
or any Guarantor  and  any other Person, nor any circumstance in connection
with the execution, delivery  and performance of the Loan Documents and the
transactions  contemplated thereby,  is  such  as  to  require  a  consent,
approval or authorization  of,  or  filing,  registration  or qualification
with,  any Governmental Authority or any other Person on the  part  of  any
Borrower  or  any  Subsidiary as a condition to the execution, delivery and
performance of, or consummation  of  the  transactions contemplated by, the
Loan  Documents  which, if not obtained or effected,  would  be  reasonably
likely  to  have a Material  Adverse  Effect,  or  if  so,  which  consent,
approval, authorization,  filing,  registration  or  qualification has been
duly  obtained  or effected, as the case may be, except  for  (a)  filings,
recordings and consents  required  in  connection  with  the  perfection of
security  interests granted pursuant to the Loan Documents and (b)  various
consents, approvals  and authorizations that may be required for the Agents
and the Lenders to take  certain  remedies provided to them under the terms
of the Loan Documents, PROVIDED, HOWEVER,  the  exception under this clause
(b) shall not apply to the acceleration of the maturity  of  the  Loans  in
accordance with SECTION 12.1(A).

 ..   EMPLOYEE  BENEFIT  PLANS,  PENSION PLANS AND CANADIAN EMPLOYEE PENSION
PLANS.  ()  Each Employee Benefit Plan and Pension Plan that is intended to
be qualified under Section 401(a)  of  the  Code has been determined by the
Internal Revenue Service to be so qualified, and each trust related to such
plan has been determined to be exempt under Section 501(a) of the Code or a
determination  letter  concerning such qualification  has  been  requested,
except where failure to so qualify would not reasonably been likely to have
a Material Adverse Effect.   No  material liability has been incurred which
remains unsatisfied for any taxes or penalties with respect to any Employee
Benefit Plan, Pension Plan or any  Multiemployer Plan of a Borrower or with
respect to a Pension Plan or Multiemployer  Plan by an ERISA Affiliate that
would be reasonably likely to have a Material  Adverse  Effect  or is being
contested in accordance with the standards set forth in SECTION 10.4(B);

     ()   No Borrower has (i) engaged in a nonexempt prohibited transaction
described in Section 4975 of the Code or Section 406 of ERISA affecting any
of  the  Employee  Benefit  Plans  or  Pension  Plans or the trusts created
thereunder which could subject any such plan or trust  to a material tax or
penalty  on  prohibited  transactions imposed under Internal  Revenue  Code
Section 4975 or ERISA that  would  reasonably  be likely to have a Material
Adverse  Effect,  (ii)  incurred  any accumulated funding  deficiency  with
respect to any Pension Plan, whether  or not waived, or any other liability
to the PBGC which remains outstanding other  than  the  payment of premiums
and there are no premium payments which are due and unpaid,  that,  in each
case,  would  be  reasonably  likely  to  have  a  Material  Adverse Effect
(iii)  failed to make a required contribution or payment to a Multiemployer
Plan that would be reasonably likely to have a Material Adverse Effect;

     ()   No  Termination  Event  has occurred or is expected to occur that
would be reasonably likely to have a Material Adverse Effect;

     ()   The  present value of all  vested  accrued  benefits  under  each
Pension Plan subject  to  Title IV of ERISA, did not, as of the most recent
valuation date for each such  plan,  exceed  the  then current value of the
assets of such Pension Plan allocable to such benefits by an amount that is
reasonably expected to have a Material Adverse Effect;

     ()   To the best of each Borrower's knowledge,  each  Employee Benefit
Plan and Pension Plan has been administered in accordance with its terms in
all  material  respects and is in compliance in all material respects  with
all applicable requirements of ERISA and other applicable laws, regulations
and rules, except  where  the  failure to so comply would not reasonably be
likely to have a Material Adverse Effect;

     ()   The Employee Benefit Plans  of the Borrowers and the Subsidiaries
that are not subject to the laws of the  United States or Canada are funded
to the extent they are required to be funded  in accordance with applicable
law, except to the extent any failure to comply  would  not  reasonably  be
likely to have a Material Adverse Effect;

     ()   Each  Canadian  Employee  Pension  Plan  that  is  intended to be
registered  with  a  Governmental Authority is so registered, except  where
failure to be so registered  would  not  reasonably  been  likely to have a
Material  Adverse  Effect.   No material liability has been incurred  which
remains unsatisfied for any taxes or penalties with respect to any Canadian
Employee Pension Plan that would  be  reasonably  likely to have a Material
Adverse Effect or is being contested in accordance  with  the standards set
forth in SECTION 10.4(B);
     ()  Neither  Consoltex,  nor  Consoltex  Group  has (i) engaged  in  a
transaction  affecting any of the Canadian Employee Pension  Plans  or  the
trusts created  thereunder  which could subject any such plan or trust to a
tax  or  penalty under Part XI  of  the  INCOME  TAX  ACT,  that  would  be
reasonably  likely  to have a Material Adverse Effect, or (ii) incurred any
accumulated  funding deficiency  with  respect  to  any  Canadian  Employee
Pension  Plan  which   remains   outstanding  other  than  the  payment  of
contributions to amortize such funding  deficiency  according  to  Canadian
Benefit  Law and there are no contributions which are due and unpaid,  that
in each case, would be reasonably likely to have a Material Adverse Effect;

     ()   No  Canadian  Termination  Event  has  occurred or is expected to
occur that would be reasonably likely to have a Material Adverse Effect;

     ()   To  the best of each Consoltex and Consoltex  Group's  knowledge,
each Canadian Employee  Pension  Benefit  Plan  has  been  administered  in
accordance  with its terms in all material respects and is in compliance in
all material  respects with all applicable requirements of Canadian Benefit
Law, except where  the  failure to so comply would not reasonably be likely
to have a Material Adverse Effect; and

     ()   Set forth on SCHEDULE  9.15  is  a  list of each Employee Benefit
Plan  and Canadian Employee Pension Plan as of the  Original  Closing  Date
sponsored by any Borrower or Guarantor.  As of the date hereof, no Borrower
or Guarantor  sponsors  a Pension Plan, a Multiemployer Plan or any pension
or retirement plan other than (i) any pension or retirement plan subject to
the  laws  of the United States  or  Canadian  Benefit  Law  and  (ii)  the
obligations  under  the  law  of  Mexico with respect to seniority premiums
payable to employees of Rafytek, Royalton,  Marino  Mexico, Vestco and Vera
Pak.

     ..   ENVIRONMENTAL  MATTERS.   Except as set forth  in  the  quarterly
environmental report most recently delivered  to  the  Agents  pursuant  to
SECTION 10.1(F) and based on the best knowledge of the Notice Officers, (i)
each  Borrower  and  each  Subsidiary  is in compliance with all applicable
Environmental  Laws,  except  where the failure  to  so  comply  would  not
reasonably be likely to have a Material Adverse Effect and (ii) no Borrower
nor any Subsidiary has been notified  of  any pending or threatened action,
suit, proceeding or investigation which calls  into  question compliance by
any Borrower or any Subsidiary with any Environmental Laws or suggests that
any Borrower or Subsidiary is a potentially responsible  party  with regard
to  any  release  or  threatened release of a Hazardous Material, or  which
seeks to suspend, revoke  or  terminate  any license, permit or approval of
such  Borrower  or  such Subsidiary necessary  for  the  operation  of  any
facility of any Borrower  or  Subsidiary  or  for the generation, handling,
storage, treatment or disposal of any Hazardous Material.

 ..   EMPLOYMENT MATTERS.  Except as set forth in  SCHEDULE  9.17  as of the
Closing Date attached hereto, none of the employees of any Borrower  or any
Subsidiary is subject to any collective bargaining agreement and there  are
no  strikes,  work  stoppages,  election  or  decertification  petitions or
proceedings, unfair labor charges, equal opportunity proceedings,  or other
material labor or employee related controversies or proceedings pending or,
to  the  knowledge of any Borrower, overtly threatened against any Borrower
or any Subsidiary  or between any Borrower or any Subsidiary and any of its
employees  in  which  there  is  a  reasonable  likelihood  of  an  adverse
determination and which  would  reasonably  be expected, individually or in
the aggregate, to have a Material Adverse Effect.

     ..   RICO.   No  Borrower nor any Subsidiary  is  engaged  in  or  has
engaged in any course of  conduct  that  would  reasonably  be  expected to
subject  any  of their respective properties to any Lien, seizure or  other
forfeiture  under  any  criminal  law,  racketeer  influenced  and  corrupt
organizations law, civil or criminal, or other similar laws.



<PAGE>


                                 ARTICLE

                           AFFIRMATIVE COVENANTS

     Until all  the  Obligations  have  been paid and satisfied in full, no
Letter of Credit remains outstanding and this Agreement has been terminated
in  accordance with the terms hereof, unless  the  Required  Lenders  shall
otherwise  consent  in  writing,  each  Borrower  will, and will cause each
Subsidiary with respect to SECTIONS 10.2 THROUGH 10.8, inclusive, and 10.12
to:

     ..   FINANCIAL REPORTS, ETC. ()  As soon as practical and in any event
within  one  hundred twenty (120) days (90 days in the  case  of  Consoltex
Group's audited  consolidated  financial  statements and one hundred eighty
(180) days in the case of Rafytek, Consoltex Mexico and Rafytica) after the
end  of each Fiscal Year (without duplication),  deliver  or  cause  to  be
delivered  to  each  Agent and each Lender (i) the audited consolidated and
unaudited  consolidating   balance   sheet   of  Consoltex  Group  and  its
Subsidiaries, in each case as at the end of such Fiscal Year, and the notes
thereto,  and  the  related  consolidated and consolidating  statements  of
income, consolidated statements  of  stockholders'  equity and consolidated
statements of cash flows, and the respective notes thereto, for such Fiscal
Year,  setting  forth comparative financial statements  for  the  preceding
Fiscal Year, all  prepared  in  accordance  with  GAAP and containing, with
respect to the consolidated financial statements of Consoltex Group and its
Subsidiaries,  an opinion of PriceWaterhouseCoopers,  LLP,  or  other  such
independent certified public or chartered accountants selected by Consoltex
Group and approved  by the Agents, which approval shall not be unreasonably
withheld or delayed,  which  is  unqualified  as  to the scope of the audit
performed,  the  "going concern" status of Consoltex  Group  or  any  other
matter or issue not  reasonably  acceptable  to  the  Required Lenders, and
accompanied  (in  the  case  of  financial  statements of any  Borrower  or
Guarantor  other than Consoltex Group) by a certificate  of  an  Authorized
Representative  to the effect that such financial statements present fairly
the financial condition  of such Borrower or Guarantor (as the case may be)
as of the end of such Fiscal  Year  and the results of their operations and
the  changes in their financial position  for  such  Fiscal  Year,  (ii)  a
certificate of the Chief Financial Officer of Consoltex Group demonstrating
compliance   with  SECTIONS  11.1(A)  THROUGH  11.1(E)  AND  11.3  for  the
measurement period  or  date therefor ending on the last day of such Fiscal
Year, which certificate shall be substantially in the form of EXHIBIT I and
(iii) updates or supplements to SCHEDULES 9.4, 9.12 AND 9.17, respectively,
if and to the extent necessary to ensure that the representations set forth
in SECTIONS 9.4, 9.12 AND  9.17,  respectively, are correct in all material
respects as of the date of delivery of such updates or supplements;

()   as soon as practical and in any  event within 45 days after the end of
each fiscal quarter (except the last fiscal  quarter of the Fiscal Year) of
Consoltex  Group (without duplication), deliver  to  each  Agent  and  each
Lender (i) consolidated  and consolidating balance sheet of Consoltex Group
and its Subsidiaries, in each  case  as  at the end of such fiscal quarter,
and  the  consolidated  and  consolidating related  statements  of  income,
consolidated statements of stockholders' equity and consolidated statements
of cash flows for such fiscal quarter and for the period from the beginning
of the then current Fiscal Year through the end of such fiscal quarter, and
accompanied by a certificate of  the  Chief  Financial Officer of Consoltex
Group  to  the effect that such consolidated financial  statements  present
fairly the financial  position  of Consoltex Group and its Subsidiaries, as
of the end of such fiscal quarter  and  the results of their operations and
the changes in their financial position for  such  fiscal  quarter,  all of
such  interim  financial statements being prepared in conformity with GAAP,
subject however  to  normal,  recurring  year-end audit adjustments, (ii) a
certificate of the Chief Financial Officer  of  Consoltex  Group containing
computations  for  such  quarter  comparable  to that required pursuant  to
SECTION 10.1(A)(II) for the measurement period  therefor ending on the last
day  of such fiscal quarter and (iii) updates or supplements  to  SCHEDULES
9.7, 9.9  AND  9.15, respectively, if and to the extent necessary to ensure
that  the  representations  set  forth  in  SECTIONS  9.7,  9.9  AND  9.15,
respectively,  are  correct  in  all  material  respects  as of the date of
delivery of such updates and schedules;

     ()   together   with  each  delivery  of  the  consolidated  financial
statements required by  SECTION  10.1(A)(I), deliver to each Agent and each
Lender  a  letter  from  Consoltex  Group's  accountants  stating  that  in
performing the audit necessary to render  the  opinion  on the consolidated
financial statements delivered under SECTION 10.1(A)(I),  they  obtained no
knowledge  of  any  Default  or Event of Default by Consoltex Group or  any
other Borrower in the fulfillment  of  the  terms  and  provisions  of this
Agreement   insofar  as  they  relate  to  financial  matters;  or  if  the
accountants have  obtained knowledge of such Default or Event of Default, a
statement specifying  the  nature thereof and, if readily determinable, the
period of existence thereof;

     ()   promptly after becoming  available to any Borrower, such Borrower
shall deliver to each Agent and each  Lender  a  copy of (i) all regular or
special reports or effective registration statements which such Borrower or
any Subsidiary shall file with the Securities and  Exchange  Commission (or
any  successor  thereto)  or  the  "Commission des valeurs mobili<e`>re  du
Qu<e'>bec" or any other securities exchange  commission  and (ii) any proxy
statement   distributed   by  such  Borrower  or  any  Subsidiary  to   its
shareholders, bondholders or the financial community in general;

     ()   as soon as practicable  and in any event within 30 days following
the  end  of  each Fiscal Year, deliver  to  each  Agent  and  each  Lender
consolidated and  consolidating  budgets and consolidated and consolidating
quarterly financial projections (including balance sheets and statements of
income and cash flows) for each Borrower (or Guarantor, as the case may be)
and its Subsidiaries for the next Fiscal Year;

     ()   as soon as practicable and  in  any  event within sixty (60) days
following the end of each fiscal quarter of each  Borrower  deliver to each
Agent  and each Lender an environmental report prepared by such  applicable
Borrower  with  respect  to the Mortgaged Properties, in form and substance
reasonably satisfactory to  the  Agents, and (to the extent and in the form
actually reported to the board of directors of the applicable Borrower) any
other manufacturing facilities;

     ()   as soon as practicable and  in  any event within thirty-five (35)
days after the end of each calendar month, Consoltex Group shall deliver to
each Agent and each Lender a Borrowing Base  Certificate prepared as of the
end of such month;

     ()   on Wednesday of each week, LINQ and Balson-Hercules shall deliver
to the US Agent and each Lender an accounts receivable aging report showing
their  Accounts  Receivable as of the close of business  on  the  preceding
Friday;

()   promptly, from  time to time, deliver or cause to be delivered to each
Agent and each Lender  such other information regarding any Borrower's, any
Guarantor's,  and  any  Subsidiary's   operations,   business  affairs  and
financial condition as such Agent or such Lender, through either Agent, may
reasonably request.

     The Agents and the Lenders are hereby authorized  to deliver a copy of
any such financial or other information delivered hereunder  to the Lenders
(or  any  affiliate  of any Lender) or to either Agent, to any Governmental
Authority having jurisdiction  over  either  Agent  or  any  of the Lenders
pursuant  to  any  written  request  therefor or in the ordinary course  of
examination of loan files, or, subject to the confidentiality provisions of
SECTION  14.10,  to any other Person who  shall  acquire  or  consider  the
assignment  of, or  acquisition  of  any  participation  interest  in,  any
Obligation  permitted  by  this  Agreement;  PROVIDED,  HOWEVER,  that  the
Relevant Agent  and  each  applicable Lender agree to notify the applicable
Borrower promptly of any such  request  for  the  disclosure  of  any  such
financial  or other information from any Governmental Authority unless such
notification  is  prohibited  by  applicable  law, rule or regulation or by
judicial process.

     ..   MAINTAIN PROPERTIES.  Maintain all properties  necessary  to  its
operations  in  good  working  order  and condition, ordinary wear and tear
excepted, and make all needed repairs,  replacements  and  renewals to such
properties,  except  in  the  case  of  any  worn-out  or obsolete property
described in SECTION 11.6(K), and maintain all material  trademarks,  trade
names,  patents,  copyrights, trade secrets, know-how and other information
(or adequate licenses thereto), in each case as are reasonably necessary to
conduct its business as conducted from time to time, all in accordance with
customary and prudent business practices.

     ..   EXISTENCE,  QUALIFICATION,  ETC.  Except  as  otherwise expressly
permitted under SECTION 11.8, do or cause to be done all  things  necessary
to  preserve  and  keep  in  full  force  and  effect its existence and all
material rights and franchises, and maintain its  license  or qualification
to  do  business  as  a  foreign  corporation  and  good  standing in  each
jurisdiction in which its ownership or lease of property or  the  nature of
its  business  makes such license or qualification necessary, except  where
the failure to maintain  such  rights,  franchises  or  foreign  license or
qualification  would  not  reasonably  be  expected to result in a Material
Adverse Effect; PROVIDED, HOWEVER, that any  Borrower  or Subsidiary may be
dissolved in connection with the transfer of its assets  to  a  Borrower or
Guarantor permitted by SECTION 11.8.

     ..   LAWS,  REGULATIONS  AND  TAXES.   ()  Observe and comply with  or
contest  in  good  faith  by  appropriate  proceedings   all  laws,  rules,
regulations and requirements of any Governmental Authorities,  except where
the  failure  to  do  so  would not reasonably be likely to have a Material
Adverse  Effect,  and  (b)  pay   all   material   taxes,  assessments  and
governmental charges, all material claims for labor, supplies, rent and all
other material obligations which, if unpaid, would become  a  Lien  against
any  of  its  properties  except  in the case of any such liabilities being
contested  in  good  faith by appropriate  proceedings  and  against  which
adequate reserves are being maintained in accordance with GAAP.

 ..   INSURANCE.   () Maintain,  and  cause  each  of  its  Subsidiaries  to
maintain, insurance  with  responsible and reputable insurance companies or
associations in such amounts  and  covering  such  risks (including without
limitation   all-risk  property  damage,  business  interruption,   general
liability and  workers  compensation  insurance)  as  is usually carried by
companies  engaged in similar businesses and owning similar  properties  in
the same general  areas in which such Borrower or such Subsidiary operates,
which insurance may  provide  for  reasonable deductibles from the coverage
provided  thereunder;  PROVIDED, HOWEVER,  that  the  Borrowers  and  their
Subsidiaries  may  self-insure   only   with  respect  to  the  repair  and
replacement of vehicles, and in such case  to  the  same  extent  as  other
companies  engaged  in  similar businesses and owning similar properties in
the same general areas in  which  any  such  Borrower  or  such  Subsidiary
operates and consistent with prudent business practice.

     ()   The Borrowers shall duly and punctually pay or cause to  be  paid
the  premiums  and  other sums of money payable under each of its insurance
policies required to  be  maintained  hereunder.   Each  Mortgaged Property
insurance  policy held by the Borrowers shall contain a "Standard  Mortgage
Clause" reasonably  satisfactory  to  the Agents providing that such policy
may  be  canceled or modified only upon thirty  (30)  days'  prior  written
notice to  the  Agents.   The  insurance  policies confirming the insurance
hereunder  shall  not  contain  any  co-insurance  stipulations  except  as
provided in paragraph (a) of this SECTION 10.5.

     ()   Each policy of property damage  insurance  of  a  Borrower  or  a
Guarantor that is providing Collateral shall provide for all losses (except
for  losses  of less than US $2,500,000 per occurrence) to be paid directly
to the US Agent  and  the US Collateral Agent or the Canadian Agent and the
Canadian Collateral Trustee  and to such Borrower or such Guarantor, as the
case may be, as their interests may appear.

     ()   At least ten (10) Business  Days  before  the  expiration  of any
policy referred to in this SECTION 10.5(A), the Borrowers shall provide the
Agents  with  proof  of  its  renewal  or its replacement failing which the
Agents may, upon reasonable prior notice,  renew  or  replace  same  at the
expense of the Borrowers, without prejudice to any other right conferred to
the  Agents  in  such  event.   It  is  agreed that the Agents are under no
obligation either to note the expiration  date  of  any policy or to insure
the renewal or continuance of any policy.  The Borrowers  shall,  from time
to  time, at the reasonable request of the Agents, furnish the Agents  such
information relating to insurance as the Agents may reasonably require.  If
the Borrowers  fail  to comply with any provision of this SECTION 10.5, the
Agents may, after delivery  of reasonable notice to the Borrower and at the
Borrowers' expense, obtain any insurance they deem necessary.

()   The Borrowers shall promptly  notify  the Agents of any loss or damage
to  any  material portion of the Collateral and  shall  promptly  take  any
measures reasonably  necessary  so  that  the  applicable insurer under any
property casualty insurance shall pay the respective  insurance proceeds to
the Agents, the Borrowers or other Persons (as permitted  by this Agreement
and the other Loan Documents).  Reimbursement under any liability insurance
maintained by any Borrower or any Guarantor pursuant to this  SECTION  10.5
may  be  paid  directly  to  the  Person  who shall have incurred liability
covered by such insurance.  In case of any  loss  involving  damage  to any
Mortgaged  Property,  Equipment  or  any Inventory when the next succeeding
paragraph is not applicable, the Borrower  or  the Guarantor that owns such
Mortgaged Property, Equipment or Inventory shall  make  or cause to be made
the  necessary  repairs  to  or  replacements  of such Mortgaged  Property,
Equipment or Inventory, and any proceeds of insurance properly received and
maintained by such Borrower or such Guarantor, as the case may be, pursuant
to this SECTION 10.5 shall be paid to them to pay, or to be reimbursed, for
the costs of such repairs or replacements.

     ()   Upon (i) the occurrence and during the  continuance  of any Event
of Default or (ii) the actual or constructive total loss (in excess  of  US
$2,500,000   per  occurrence)  of  any  Mortgaged  Property,  Equipment  or
Inventory, all  insurance  payments  in respect of such Mortgaged Property,
Equipment or Inventory shall be paid to  the  Relevant Agent and applied as
specified in SECTION 12.5.

     ..   TRUE BOOKS.  Keep proper books of record  and  account  in  which
complete  and  correct entries will be made of all of its material dealings
and transactions  in  accordance  with  GAAP,  and include all reserves for
material  doubtful accounts and all material taxes,  assessments,  charges,
levies and claims in interim as well as year-end financial statements.

     ..   RIGHT  OF  INSPECTION.   ()  Permit any authorized representative
designated by any Lender or either Agent  to  visit  and inspect any of the
corporate books and financial reports of any Borrower or any Subsidiary, at
the  reasonable  expense  of  the  Borrowers, and to discuss  its  affairs,
finances and accounts with its principal  executive, financial and treasury
officers and, so long as a representative of  such Borrower is present, its
independent certified public or chartered accountants,  all  at  reasonable
times  during  reasonable business hours, at reasonable intervals and  with
reasonable prior notice; and

     ()   Permit  any  authorized representative designated by the Relevant
Agent  to  conduct  one  field  audit  inspection  of  the  properties  and
operations  of any Facility  Borrower  under  the  US  Facilities,  at  the
reasonable expense  of  such Borrower, once per year at any reasonable time
during normal business hours  and  upon reasonable notice (or more often if
an Event of Default has occurred and is continuing).  The Relevant Agent or
its designees may conduct more than one such inspection (other than a field
audit) per year, PROVIDED THAT (so long as no Event of Default has occurred
and  is  continuing) the expenses of only  one  such  inspection  shall  be
reimbursed by the applicable Borrower or Borrowers.

     ..   GOVERNMENTAL   LICENSES.    Obtain  and  maintain  all  licenses,
permits,  certificates,  certifications and  approvals  of  all  applicable
Governmental Authorities as are required for the conduct of its business as
currently conducted, except  where  the  failure  to maintain such license,
permit,  certificate,  certification or approval would  not  reasonably  be
expected to have a Material Adverse Effect.

     ..   OFFICER'S KNOWLEDGE OF DEFAULT.  Upon any chief financial officer
of any Borrower, or Paul  J. Bamatter, Alex Di Palma or C. Suzanne Crawford
(or any successor to any such  Person holding the office previously held by
such  Person  in  any  Borrower)  (collectively,   the  "Notice  Officers")
obtaining  knowledge  of any Default or Event of Default  hereunder,  cause
such officer or an Authorized  Representative to promptly notify each Agent
of the nature thereof, the period  of  existence  thereof  (to  the  extent
readily  determinable)  and  what  action  such Borrower or such Subsidiary
proposes to take with respect thereto.

 ..   SUITS  OR  OTHER  PROCEEDINGS.   Upon  any  Notice  Officer  obtaining
knowledge  of any claim, litigation or other proceedings  being  instituted
against any  Borrower  or  any  Subsidiary of the type described in SECTION
9.9, or any attachment, levy, execution  or  other process being instituted
against any assets of any Borrower or any Subsidiary,  making  a  claim  or
claims  in  an  aggregate  amount  greater than US $1,000,000 not otherwise
covered by insurance, promptly deliver to each Agent written notice thereof
stating  the  nature  and  status  of  such   claim,  litigation,  dispute,
proceeding, levy, execution or other process.

     ..   NOTICE  OF  DISCHARGE  OF  HAZARDOUS  MATERIAL  OR  ENVIRONMENTAL
COMPLAINT.  Promptly provide to each Agent accurate  and complete copies of
any and all notices, complaints, orders, directives, claims,  or  citations
received  by  any  Borrower  or  any  Subsidiary  which would reasonably be
expected to have a Material Adverse Effect relating to any (a) violation or
alleged  violation  by  any Borrower or any Subsidiary  of  any  applicable
Environmental Law; (b) release or threatened release by any Borrower or any
Subsidiary, or by any Person  handling,  transporting,  or disposing of any
Hazardous  Material  on  behalf of any Borrower or Subsidiary,  or  at  any
facility or property owned  or  leased  or operated by, any Borrower or any
Subsidiary, of any Hazardous Material, except  where  occurring legally; or
(c)  liability or alleged liability of any Borrower or any  Subsidiary  for
the costs  of cleaning up, removing, remediating or responding to a release
of Hazardous Materials.

     ..   ENVIRONMENTAL  COMPLIANCE.   If  any  Borrower  or any Subsidiary
shall  receive  any letter, notice, complaint, order, directive,  claim  or
citation alleging  that  any  Borrower  or  any Subsidiary has violated any
Environmental  Law or is liable for the costs  of  cleaning  up,  removing,
remediating  or responding  to  a  release  of  Hazardous  Materials,  such
Borrower shall, within the time period permitted and to the extent required
by  the  applicable   Environmental   Law  or  the  Governmental  Authority
responsible for enforcing such Environmental  Law,  remove  or  remedy,  or
cause  the  applicable  Subsidiary  to  remove or remedy, such violation or
release or satisfy such liability unless  (a)  the  failure  to  remove  or
remedy  such  violation  or  release or to satisfy such liability would not
reasonably be expected to have  a  Material  Adverse  Effect, in which case
such  Borrower  shall orally advise each Agent of any decision  not  to  so
remove or remedy  such  violation  or release or satisfy such liability and
the basis for any such decision, and  at  each  Agent's  option  and at its
request,   such  Borrower  shall  provide  written  documentation  of  such
decision, or  (b)  such  violation  or liability is being contested in good
faith  by appropriate proceedings and  appropriate  reserves  therefor  are
being maintained in accordance with GAAP.

 ..   INDEMNIFICATION.   Without  limiting  the  generality of SECTION 14.9,
each Borrower hereby agrees jointly and severally  to  indemnify  and  hold
each  Indemnified  Party  harmless  from  and  against  any and all claims,
losses, penalties, liabilities, damages and expenses (including  assessment
and  cleanup costs and reasonable attorneys', consultants' or other  expert
fees and  disbursements)  arising directly or indirectly from, out of or by
reason of (a) the violation of any Environmental Law by any Borrower or any
Subsidiary or with respect to any property owned, operated or leased by any
Borrower  or  any Subsidiary  or  (b)  the  handling,  storage,  treatment,
emission or disposal  of  any  Hazardous  Materials  by or on behalf of any
Borrower or any Subsidiary (including on or with respect  to property never
owned, leased or operated by any Borrower or any Subsidiary)  or on or with
respect  to  property  owned or leased or operated by any Borrower  or  any
Subsidiary except to the  extent  such  claim,  loss,  penalty,  liability,
damage  or  expense  has  resulted  from  any  gross  negligence or willful
misconduct  of,  or  the  violation of applicable law by, such  Indemnified
Party or a Related Indemnified Party.  The provisions of this SECTION 10.14
shall survive repayment of  the  Obligations,  occurrence  of the Revolving
Credit  Termination  Date,  Term  B  Loan  Termination  Date and Term  Loan
Termination Date and expiration or termination of this Agreement.

     ..   FURTHER  ASSURANCES.   At the Borrowers' cost and  expense,  upon
request of either Agent, duly execute  and  deliver  or  cause  to  be duly
executed  and delivered, to such Agent such further instruments, documents,
certificates, financing and continuation statements, and do and cause to be
done such further acts that may be reasonably necessary or advisable in the
reasonable  opinion  of  such  Agent  to  carry  out  more  effectively the
provisions and purposes of this Agreement and the other Loan Documents.

     ..   EMPLOYEE  BENEFIT  PLANS,  PENSION  PLANS  AND CANADIAN  EMPLOYEE
PENSION  PLAN.   ()  With reasonable promptness, and in  any  event  within
thirty (30) days of the date the Authorized Representative receives notice,
give notice to each Agent of (i) the establishment after the date hereof of
any new Pension Plan,  stock option plan, bonus plan, deferred compensation
or profit-sharing plan of  the  Borrower that would reasonably be likely to
have a Material Adverse Effect (which  notice  shall include a copy of such
plan   at   the  request  of  either  Agent),  (ii)  the  commencement   of
contributions  to  any  Employee  Benefit Plan or Pension Plan to which any
Borrower or any of its ERISA Affiliates was not previously contributing and
which  is  reasonably  likely  to  have  a  Material  Adverse  Effect,  and
(iii) each funding waiver request filed  with  respect  to any Pension Plan
and  all  communications  received  or  sent by any Borrower or  any  ERISA
Affiliate  with respect if such request is  reasonably  likely  to  have  a
Material Adverse Effect;

     ()   Promptly  and  in  any  event  within  thirty  (30)  days  of  an
Authorized  Representative  becoming aware of the occurrence or forthcoming
occurrence  of any (i) Termination  Event  or  (ii)  nonexempt  "prohibited
transaction,"  as  such  term is defined in Section 406 of ERISA or Section
4975 of the Code, in connection  with  any Employee Benefit Plan or Pension
Plan  or  any trust created thereunder, deliver  to  each  Agent  a  notice
specifying the nature thereof, what action any Borrower or, with respect to
clause (i),  any  ERISA  Affiliate has taken, is taking or proposes to take
with respect thereto and, when known, any action taken or threatened by the
Internal Revenue Service,  the Department of Labor or the PBGC with respect
thereto;

     ()   With reasonable promptness  but  in any event within fifteen (15)
Business  Days,  deliver  to  each  Agent copies  of  (a)  any  unfavorable
determination  letter  from  the Internal  Revenue  Service  regarding  the
qualification of an Employee Benefit  Plan  or Pension Plan of any Borrower
or Guarantor that is intended to be qualified  under  Section 401(a) of the
Code, except where failure to deliver such copies would  not  reasonably be
likely  to  have  a Material Adverse Effect, (b) each Schedule B (Actuarial
Information) to the annual report (Form 5500 Series) filed by each Borrower
or any ERISA Affiliate  with  the  Internal Revenue Service with respect to
each Pension Plan whose unfunded current  liability  as  defined in Section
412(l)(8)(A)  of the Code, is in an amount that is reasonably  expected  to
have a Material  Adverse  Effect  and  (c)  all  notices  received  by each
Borrower   or  any  ERISA  Affiliate  from  a  Multiemployer  Plan  sponsor
concerning the  imposition  or  amount  of withdrawal liability pursuant to
Section 4202 of ERISA, if the amount of such  withdrawal liability is in an
amount that is reasonably expected to have a Material Adverse Effect;

()   With reasonable promptness, and in any event  within  thirty (30) days
of the date the Authorized Representative receives notice, give  notice  to
each  Agent  of  (i) the establishment of any new Canadian Employee Pension
Plan (which notice  shall  include  a  copy  of such plan at the request of
either Agent), or (ii) the commencement of contributions  to  any  Canadian
Employee  Pension  Plan  to  which  Consoltex  or  Consoltex  Group was not
previously  contributing,  PROVIDED  in each case, same would be reasonably
likely to have a Material Adverse Effect;

     ()   Promptly  and  in  any  event within  thirty  (30)  days  of  the
Authorized Representative's becoming aware of the occurrence or forthcoming
occurrence of any Canadian Termination  Event  which  would  be  reasonably
likely to have a Material Adverse Effect; and

     ()   With  reasonable promptness but in any event within fifteen  (15)
Business  Days,  deliver   to   each   Agent   copies  of  any  unfavorable
determination letter from Governmental Authority regarding the registration
of a Canadian Employee Pension Plan of Consoltex or Consoltex Group that is
intended to be registered under Canadian Benefit  Law,  except  where  such
failure  to  deliver  such  copies would not reasonably be likely to have a
Material Adverse Effect.

     ..   CONTINUED OPERATIONS.   Continue  at  all  times  to  conduct its
business, and engage principally, in all material respects (when considered
with its Subsidiaries as a whole) in substantially the same line  or  lines
of  business  as  conducted on the Closing Date, or other lines of business
related thereto.

     ..   NEW SUBSIDIARIES.  As soon as practicable and in any event within
ten (10) Business Days  (or in the case of clauses (f) and (g) below, sixty
(60) days) after the acquisition  or  creation  of  any Subsidiary which is
permitted hereunder, cause to be delivered to the Agents for the benefit of
the Lenders each of the following:

          ()  (except to the extent such delivery would  result  in  (i)  a
     constructive  dividend  to  any  Borrower under applicable tax law, or
     (ii) is prohibited by applicable law)  a Facility Guaranty executed by
     such Subsidiary substantially similar to  that  executed and delivered
     by the Guarantors as of the Original Closing Date;

          ()  (except to the extent such delivery would  result  in  (i)  a
     constructive  dividend  to  any  Borrower under applicable tax law, or
     (ii) is prohibited by applicable law)  a  Security  Agreement  of such
     Subsidiary substantially similar to that executed and delivered by the
     Borrowers  as of the Original Closing Date, together with such Uniform
     Commercial  Code   financing   statements   on  Form  UCC-1,  security
     registrations  or  other  similar instruments duly  executed  by  such
     Subsidiary as "Debtor" and  naming  the  US  Collateral  Agent  or the
     Canadian  Collateral  Trustee,  as  applicable, for the benefit of the
     Lenders as "Secured Party", in form,  substance  and number sufficient
     in the reasonable opinion of the Agents and their  special  counsel to
     be filed in all Uniform Commercial Code or other filing offices in all
     jurisdictions   in  which  filing  or  registration  is  necessary  or
     reasonably advisable to perfect in favor of the US Collateral Agent or
     the Canadian Collateral Trustee, as applicable, for the benefit of the
     Lenders the Lien  on  all property intended to be perfected Collateral
     under such Security Agreement to the extent such Lien may be perfected
     by such Uniform Commercial Code or other filing or registration;

     ()  (except  to  the extent  such  delivery  would  result  in  (i)  a
     constructive dividend  to  any  Borrower  under applicable tax law, or
     (ii)  is  prohibited  by  applicable  law)  if such  Subsidiary  is  a
     corporation   or  is  a  partnership  that  has  issued   certificates
     evidencing ownership  thereof,  the  Pledged  Stock or, if applicable,
     certificates of ownership of such partnership interests, together with
     duly executed stock powers or powers of assignment  in  blank  affixed
     thereto, and (B) if such Pledged Stock or certificates of ownership of
     partnership interests shall be owned by a Borrower or a Subsidiary who
     has  not  then  executed  and  delivered  to  the  Agents  a  Security
     Instrument  granting a Lien to the US Collateral Agent or the Canadian
     Collateral Trustee,  as  applicable,  in  such  Collateral, a Security
     Agreement or a Pledge Agreement (as appropriate) substantially similar
     in form and content to that executed and delivered  as of the Original
     Closing  Date,  with appropriate revisions as to the identity  of  the
     pledgor and securing  the  obligations  of such pledgor under the Loan
     Documents;

          () if such Subsidiary is a partnership  not  described  in clause
     (c)  immediately  above, (A) the certificate of the Registrar of  such
     partnership  with  respect   to   the  registration  of  the  Lien  on
     partnership  interests,  which  certificate   shall  be  in  form  and
     substance  approved  by  the  Agents,  which  approval  shall  not  be
     unreasonably withheld, and (B) if such partnership  interests shall be
     owned  by  a  Borrower or a Subsidiary who has not then  executed  and
     delivered to the  Agents  a Security Instrument granting a Lien to the
     US  Collateral  Agent  or the  Canadian  Collateral  Trustee  in  such
     Collateral,  a  Security  Agreement   or   a   Pledge   Agreement,  as
     appropriate,  substantially  similar  in  form  and  content  to  that
     executed   and  delivered  as  of  the  Original  Closing  Date,  with
     appropriate  revisions  as to the identity of the pledgor and securing
     the obligations of such pledgor under the Loan Documents;

          ()  supplements to the  appropriate  schedules  attached  to  the
     appropriate  Security  Instruments  listing the additional Collateral,
     certified  as  correct  in  all material  respects  by  an  Authorized
     Representative (PROVIDED THAT  the  failure to deliver such supplement
     shall not impair the rights conferred  under  the Security Instruments
     in after acquired Collateral);

          ()  if  requested by the Agents, an opinion  of  counsel  to  the
     Subsidiary addressed  to  the  Agents  and  the  Lenders,  in form and
     substance  reasonably  acceptable  to  the  Agents (which opinion  may
     include assumptions and qualifications similar  to  those contained in
     the opinions of counsel delivered pursuant to SECTION 8.1(II));

          () current copies of the charter documents, including partnership
     agreements and certificate of limited partnership, if  applicable, and
     bylaws  of  such  Subsidiary,  minutes  of  duly  called and conducted
     meetings (or duly effected consent actions) of the Board of Directors,
     partners, or appropriate committees thereof (and, if  required by such
     charter  documents, bylaws or by applicable law, of the  shareholders)
     of such Subsidiary  authorizing  the  actions  and  the  execution and
     delivery of documents described in this SECTION 10.17.

 ..   DEFINITION OF "SATISFACTORY" DOCUMENTATION.  When a provision  of this
ARTICLE X requires a Borrower or Guarantor to deliver a document in form or
substance   "satisfactory"   to   any  Agent  or  Lender,  without  further
elaboration, then the Borrower or Guarantor  may  deliver  the  document in
substantially the same format as used in the most recent delivery  of  that
type  of document pursuant to the relevant provision, UNLESS the respective
Agent or Lender requests a different format at least twenty (20) days prior
to the required date of delivery.

     ..   LEASE   PURCHASE  AGREEMENT.   Notwithstanding  anything  to  the
contrary contained  in  this  Agreement  or  in any Loan Document, LINQ, as
Tenant  under  the  Lease  Purchase  Agreement by and  between  itself  and
Dorchester County, South Carolina dated as of December __, 1997 (the "Lease
Purchase Agreement"), may execute the  Lease  Purchase  Agreement  and  any
Related  Documents (as defined in the Lease Purchase Agreement), effect the
transactions  contemplated  by  the  Lease  Purchase Agreement and take any
action  permitted  to  be  taken  by the Tenant under  the  Lease  Purchase
Agreement, provided that LINQ shall  (i)  make  such requests and take such
action which it is permitted, but not obligated,  to  do so under the terms
of the Lease Purchase Agreement or the Related Documents  as  from  time to
time  directed  in  writing  by  the  Required  Lenders,  including without
limitation pursuant to Sections 8.6(D) and 10.2(A)(6) of the Lease Purchase
Agreement,  (ii)  not  amend,  revise  or  supplement  the  Lease  Purchase
Agreement or the Related Documents in any manner materially adverse  to the
interests  of  the Lenders, and (iii) not permit any action to be taken  by
Dorchester County,  South  Carolina  under  the terms of Section 8.6 of the
Lease Purchase Agreement that LINQ is not otherwise permitted to take under
the  terms  and conditions of this Agreement or  any  other  Loan  Document
without the approval of the Required Lenders.



<PAGE>


                                 ARTICLE

                            NEGATIVE COVENANTS

     Until the Obligations have been paid and satisfied in full, no Letters
of Credit remain  outstanding  and  this  Agreement  has been terminated in
accordance  with  the  terms  hereof,  unless  the Required  Lenders  shall
otherwise consent in writing, no Borrower will,  nor  will  it  permit  any
Subsidiary  with  respect  to  all  Sections  in this Article XI other than
SECTIONS 11.1, 11.2, 11.13 AND 11.16 to:

     ..   FINANCIAL COVENANTS.

     ()   CONSOLIDATED NET WORTH.  Permit Consolidated Net Worth to be less
than (i) CAN $100,000,000 as of June 30, 1999,  and (ii) as at the last day
of  each  fiscal quarter of each Fiscal Year of the  Borrowers  (commencing
with such fiscal  quarter ending on September 30, 1999), the sum of (A) the
amount of Consolidated Net Worth required to be maintained as at the end of
the immediately preceding  fiscal quarter, plus (B) 60% of Consolidated Net
Income for the fiscal quarter ending on such day (with no deduction for net
losses during such fiscal quarter),  plus (C) one hundred percent (100%) of
the aggregate amount of all increases  (net  of  transactional expenses) in
the stated capital and additional paid-in capital accounts of the Borrowers
resulting  from  the  issuance  of  equity  securities  or   other  capital
investments  during  such  fiscal  quarter,  minus (D) one hundred  percent
(100%)  of  the aggregate amount of all Restricted  Payments  made  to  AIP
pursuant to SECTION 11.9(II).

     ()   CONSOLIDATED  FIXED  CHARGE  RATIO.  Permit as of the last day of
the respective periods set forth below the  Consolidated Fixed Charge Ratio
to be less than that ratio set forth opposite each such period:

                                                    Consolidated
                                                    Fixed Charge
                                               Ratio Must Not Be
          PERIOD                                      LESS  THAN


          Each Four-Quarter Period ending on
          September 30, 1999 or December 31, 1999      1.40 to 1.00

          Each Four-Quarter Period ending after
          December 31, 1999 1.50 to 1.00


     ()   CONSOLIDATED  TOTAL  DEBT  TO CONSOLIDATED EBITDA.  Permit at any
time  during  the  respective  periods  set   forth   below  the  ratio  of
Consolidated Total Debt (at such time) to Consolidated  EBITDA  (as  of the
most  recently  ended  Four-Quarter  Period at or prior to such time) to be
greater than that ratio set forth opposite each such period:
          Consolidated Total
                                                  Debt/Consolidated
                                                         EBITDA
          PERIOD   RATIO MUST NOT EXCEED

          The Four-Quarter Period ending
          on September 30, 1999                   4.35 to 1.0

          The Four-Quarter Period ending
          on December 31, 1999 4.20 to 1.0

          The Four-Quarter Period ending
          on March 31, 2000 4.00 to 1.0

          The Four-Quarter Period ending
          on June 30, 2000 3.85 to 1.0

          The Four-Quarter Period ending
          on September 30, 2000 3.75 to 1.0

     ()   ADJUSTED CONSOLIDATED TOTAL  DEBT TO CONSOLIDATED EBITDA.  Permit
at any time during the respective periods  set  forth  below  the  ratio of
Adjusted Consolidated Total Debt (at such time) to Consolidated EBITDA  (as
of the most recently ended Four-Quarter Period at or prior to such time) to
be greater than that ratio set forth opposite each such period:

                                               Adjusted Consolidated
                                                        Total Debt/
                                               Consolidated EBITDA
               PERIOD   RATIO MUST NOT EXCEED

          The Four-Quarter Period ending
          on September 30, 1999                   4.80 to 1.0

          The Four-Quarter Period ending
          on December 31, 1999                    4.60 to 1.0

          The Four-Quarter Period ending
          on March 31, 2000                       4.40 to 1.0

          The Four-Quarter Period ending
          on June 30, 2000                        4.25 to 1.0

          The Four-Quarter Period ending
          on September 30, 2000                   4.15 to 1.0

     ()   ADJUSTED   CONSOLIDATED   TOTAL   DEBT   TO   CONSOLIDATED  TOTAL
CAPITALIZATION.  Permit at any date set forth below the ratio  of  Adjusted
Consolidated Total Debt (at such date) to Consolidated Total Capitalization
(at  such date) to be greater than that ratio set forth opposite each  such
period:

                                               Adjusted
                                               Consolidated Total
                                               Debt/Consolidated
                                               Total Capitalization
          PERIOD                               RATIO MUST NOT EXCEED

          The last day of the Four-Quarter Period
          ending on December 31, 1999 .765 to 1.00

          The last day of the Four-Quarter Period
          ending on March 31, 2000                .760 to 1.00

          The last day of the Four-Quarter Period
          ending on June 30, 2000                 .755 to 1.00

          The last day of the Four-Quarter Period
          ending on September 30, 2000                 .750 to 1.00

     ()   All determinations made of the financial covenants in subsections
(a) through  (e)  above shall be done giving pro forma effect to the Marino
Transaction as of June  30,  1999 and the Atlas Acquisition as of September
30, 1999.

     ..   ACQUISITIONS.   Enter   into  any  agreement,  contract,  binding
commitment or other binding arrangement  providing  for any Acquisition, or
take any action to solicit the tender of securities or  proxies  in respect
thereof in order to effect any Acquisition, unless:

          (i)  the  Person to be (or whose assets are to be) acquired  does
     not oppose such  Acquisition  and the line or lines of business of the
     Person to be acquired are substantially  the same as one or more lines
     of business conducted by any of the Borrowers  and the Subsidiaries or
     a line or lines of business related thereto,

          (ii) no Default or Event of Default shall exist immediately after
     giving  effect to such Acquisition and the applicable  Borrower  shall
     have furnished  to  the  Agents  (A)  pro  forma  historical financial
     statements  as of the end of the most recently completed  Fiscal  Year
     and  most  recent   interim  fiscal  quarter  of  such  Borrowers,  if
     applicable, giving effect  to  such  Acquisition and (B) a certificate
     prepared  on  a  historical  pro forma basis  giving  effect  to  such
     Acquisition, which certificate  shall  demonstrate  that no Default or
     Event  of  Default  would  exist under SECTION 11.1 immediately  after
     giving effect thereto,

          (iii) a Borrower or a Subsidiary  is  the surviving entity or the
     surviving entity shall succeed, by agreement  or  operation of law, to
     all  of  the  businesses  and  operations  of  such Borrower  or  such
     Subsidiary  and  shall  immediately  assume  all  of  the  rights  and
     obligations  of such Borrower or such Subsidiary under this  Agreement
     and the other Loan Documents, and

     (iv) after giving  effect to such Acquisition, the aggregate cash paid
     by the Borrowers and  their  Subsidiaries  to  third-party  sellers as
     consideration  for Acquisitions during any Four-Quarter Period  (on  a
     non-cumulative basis, with the effect that amounts not incurred in any
     Four-Quarter Period may not be carried forward to a subsequent period)
     shall not exceed US $1,000,000;

PROVIDED, HOWEVER, that  notwithstanding  the  foregoing,  a  Borrower or a
Subsidiary  may  acquire the assets of Atlas (the "Atlas  Acquisition")  so
long as (A) the conditions  set  forth in clauses (i), (ii) and (iii) above
are  satisfied  and  the Atlas Acquisition  is  completed  not  later  than
November 30, 1999 and (B) the Cost of Acquisition for the Atlas Acquisition
does not exceed the sum  of (I) transaction costs (excluding bank financing
fees) not to exceed US $1,000,000  in  the aggregate, (II) an amount not to
exceed US $1,000,000 for any net working  capital adjustment, and (III) all
Costs of Acquisition, excluding those in (I)  and  (II),  not  to exceed US
$14,000,000.

     ..   CAPITAL  EXPENDITURES.  Make Capital Expenditures, excluding  all
amounts of cash paid as consideration for Acquisitions, which exceed in the
aggregate:  (a) during  the  Fiscal  Year  ended  December  31,  1999,  CAN
$23,500,000 (or  the  US Dollar equivalent thereof),  (b) during the Fiscal
Year ended December 31,  2000, CAN $18,000,000 (or the US Dollar equivalent
thereof) and (c) during each  Fiscal  Year  subsequent to Fiscal Year 2000,
the  sum  of (i) the amount of Capital Expenditures  permitted  during  the
preceding Fiscal  Year (the "Prior Fiscal Year") (but excluding any amounts
carried over to such  Prior  Fiscal Year from the Fiscal Year preceding the
Prior Fiscal Year pursuant to  the  proviso  at  the end of this paragraph)
plus  (ii) CAN $1,000,000 (or the US Dollar equivalent  thereof);  PROVIDED
THAT 50%  of  the amount of Capital Expenditures permitted but not incurred
during any Fiscal Year may be carried over to the next Fiscal Year.

     ..   LIENS.   Incur,  create or permit to exist any Lien of any nature
whatsoever with respect to any  property  or  assets now owned or hereafter
acquired by any Borrower or any Subsidiary, other than

          () Liens created under the Security Instruments  in  favor of the
     Agents,  the US Collateral Agent, the Canadian Collateral Trustee  and
     the Lenders;

          () Liens  imposed by law for taxes, assessments or charges of any
     Governmental Authority  for amounts not more than sixty (60) days past
     due (and as to which no enforcement  action  has  been  taken  by  any
     Governmental  Authority) or which are being contested in good faith by
     appropriate proceedings,  and  with respect to which adequate reserves
     or other appropriate provisions  are  being  maintained  in accordance
     with GAAP;

          ()   statutory   Liens   of  landlords  and  Liens  of  carriers,
     warehousemen, mechanics, materialmen,  workers and other Liens imposed
     by law or created in the ordinary course  of business and in existence
     less  than  ninety  (90) days from the date of  creation  thereof  for
     amounts not yet due or  which  are  being  contested  in good faith by
     appropriate proceedings and with respect to which adequate reserves or
     other  appropriate provisions are being maintained in accordance  with
     GAAP;

     () Liens  incurred or deposits made in the ordinary course of business
     consisting  of  surety  bonds  and appeal bonds, or in connection with
     workers'  compensation,  unemployment   insurance,   social   security
     benefits and other similar types of employment obligations required by
     law,  or to secure the performance of tenders, bids, leases, contracts
     (other  than  for the repayment of Indebtedness for Money Borrowed and
     guarantees of payment  of  Indebtedness for Money Borrowed), statutory
     obligations and other similar  obligations  or  arising as a result of
     progress payments under government contracts;

          ()   easements,   servitudes   (including   reciprocal   easement
     agreements   and   utility   agreements),  rights-of-way,   covenants,
     consents, reservations, encroachments, variations and zoning and other
     restrictions, charges or encumbrances (whether or not recorded), which
     do not interfere materially with  the ordinary conduct of the business
     of any Borrower or any Guarantor and  which  do not materially detract
     from  the  value  of the property to which they attach  or  materially
     impair the use thereof by any Borrower or any Guarantor; and

          () purchase money  Liens  to  secure Indebtedness permitted under
     SECTION 11.5(C) and incurred to purchase  fixed  assets  or to finance
     such  purchase price and to construct or improve fixed assets  related
     to such  purchased  fixed  assets,  or  to  finance  the  cost of such
     construction or improvement, PROVIDED such Indebtedness represents not
     less  than ninety percent (90%), of the purchase price thereof  as  of
     the date  of purchase thereof and no property other than the assets so
     purchased secures such Indebtedness;

          () (i)   Liens  on assets of the Borrowers and their Subsidiaries
     as listed in SCHEDULE  11.4(G),  and  (ii)  Liens  granted on or after
     December 12, 1997 to factors of Accounts Receivable  in  an  aggregate
     amount  at  any time not in excess of US $25,000,000 which arise  from
     sales to customers outside the United States and Canada that are owing
     to any of the Borrowers or any of their Subsidiaries;

          () Liens  arising  out  of  judgments,  attachments, injunctions,
     executions or awards that do not constitute Events  of  Default  under
     SECTION 12.1(I);

          () Liens in favor of customs and revenue authorities arising as a
     matter  of  law to secure the payment of customs duties resulting from
     the importation  of  goods  and  in  each  case attaching only to such
     goods;

          ()  any  interest  or  title  of a lessor or  sublessor  and  any
     restriction or encumbrance to which  the  interest  or  title  of such
     lessor  or  sublessor  may  be  subject  that  would not be reasonably
     expected to have a Material Adverse Effect;

          () Liens arising in connection with Capital  Leases  that are not
     prohibited  under  the  terms  of  this  Agreement  and  in  each case
     attaching only to the assets which are subject to such Capital Lease;

     () Liens on property and assets of a Person existing at the time  such
     Person  is  merged  into  or  consolidated  with  any  Borrower or any
     Subsidiary  or  becomes a Subsidiary in accordance with the  terms  of
     this Agreement, PROVIDED  that  any  such  Liens  were  not created in
     contemplation  of  such merger, consolidation or acquisition,  as  the
     case may be, and do  not  extend  to  or  cover any property or assets
     other than the property and assets of the Person  being merged into or
     consolidated with such Borrower or such Subsidiary  or  being acquired
     by such Borrower or such Subsidiary, as the case may be,  and PROVIDED
     FURTHER  that  any  Indebtedness  secured  by  such  Liens  shall  not
     otherwise be prohibited under the terms of this Agreement;

          ()  Liens  securing  Indebtedness  owed  by any Subsidiary to any
     Borrower or Guarantor, in each case to the extent such Indebtedness is
     not otherwise prohibited under the terms of this Agreement;

          () (i)  deposits to secure the performance  of leases of property
     (whether  real,  personal  or  mixed)  of  the  Borrowers   and  their
     Subsidiaries (excluding Capitalized Leases) in the ordinary course  of
     business  and (ii) Liens arising from precautionary Uniform Commercial
     Code financing  statement filings (or other similar filings) regarding
     operating leases;

          () Liens arising  solely  from conditional sale, title retention,
     consignment  or  other similar arrangements  for  the  sale  of  goods
     entered into by any  Borrower or any Subsidiary in the ordinary course
     of business;

          ()  Liens in favor  of  issuers  of  documentary  and  commercial
     letters of  credit  not  otherwise  prohibited under the terms of this
     Agreement on (and limited to) the documents and goods covered thereby;

          ()  Liens  not otherwise permitted  to  be  incurred  under  this
     SECTION 11.4 which  secure  obligations of the Borrowers and their any
     Subsidiaries, other than Indebtedness  for Money Borrowed, outstanding
     in an aggregate principal amount not to exceed US $500,000 at any time
     outstanding,  PROVIDED that any Indebtedness  secured  by  such  Liens
     shall not otherwise be prohibited under the terms of this Agreement;

          () the reservations,  limitations,  provisos  and  conditions, if
     any,  expressed  in  any  original  grants  from  the Crown, statutory
     exception to title and reservation of mineral rights;

          () title exceptions referred to in SECTION 8.1(XVIII)  and  title
     defects or irregularities in title which are of a minor nature in  the
     aggregate  and  will not materially impair the use of the property for
     the purposes for  which  it  is  held  by  any  Borrower or any of its
     Subsidiaries;

          ()  Liens securing Indebtedness incurred solely  to  finance  the
     purchase of  looms  in the ordinary course of business so long as such
     Indebtedness is not otherwise  prohibited  under  the  terms  of  this
     Agreement,  and  PROVIDED  that  such Liens encumber only the looms so
     purchased;

     ()  Liens  in  favor  of  a  public utility  or  any  municipality  or
     governmental or other public authority  when  required by such utility
     or other authority in connection with the operations  of  any Borrower
     or any of its Subsidiaries in the ordinary course of its business; and

          () extensions, renewals and replacements of any of the  foregoing
     so  long  as  such  Liens  continue  only  to  apply  to  the property
     previously subject thereto.

     ..   INDEBTEDNESS.   Incur,  create,  assume  or  permit to exist  any
Indebtedness, howsoever evidenced, except:

          () Indebtedness existing as of the Original Closing  Date  and as
     set  forth in SCHEDULE 11.5 as of the Original Closing Date; PROVIDED,
     none of  the  instruments  and agreements evidencing or governing such
     Indebtedness shall be amended,  modified  or  supplemented  after  the
     Original  Closing  Date  to  change  adversely  to any Borrower or any
     Subsidiary  in  any  material respect any terms of subordination,  the
     aggregate  principal amount  thereof  or  the  interest  rate  payable
     thereon or rights  of  conversion,  put, exchange or other rights from
     such terms and rights as in effect on  the  Original  Closing Date and
     any  amendment or modification of, or supplement to, the  Subordinated
     Indenture  or  any  Subordinated  Note  is  subject to compliance with
     SECTION 11.16(B);

          () Indebtedness owing to any Agent or any  Lender  in  connection
     with this Agreement, any Note or any other Loan Document;

          () purchase money Indebtedness described in SECTION 11.4(F);

          () Indebtedness (i) consisting of Capital Leases and (ii)  in the
     case  of  any  such  Capital  Leases  to  which  any Subsidiary of any
     Borrower  is  a  party,  guarantees  by such Borrower or  any  of  its
     Subsidiaries of the obligations of such Subsidiary under such leases;

          () Indebtedness arising from Rate  Hedging  Obligations permitted
     under SECTION 11.14;

          () (i) Indebtedness incurred by any Borrower  or Guarantor (other
     than  Consoltex Mexico, Rafytek or Rafytica) and owing  to  any  other
     Borrower  or  Guarantor  (other  than  Consoltex  Mexico,  Rafytek  or
     Rafytica)  and (ii) Indebtedness incurred by Consoltex Mexico, Rafytek
     and Rafytica  and  (A)  owing to any Borrower or Guarantor (other than
     Consoltex Mexico, Rafytek or Rafytica) which, when added to the amount
     of assets transferred thereto  pursuant  to  SECTION  11.6(J) does not
     exceed in the aggregate US $1,000,000 in any Fiscal Year  or (B) owing
     to any of Consoltex Mexico, Rafytek or Rafytica;

          () Indebtedness existing at the time that any property  or  asset
     is acquired from a third party by any Borrower or any Subsidiary which
     Indebtedness   was   incurred   for   the  purpose  of  financing  the
     acquisition, or the construction or improvement,  of  such property or
     asset by such third party and which Indebtedness is secured  solely by
     such  property  or asset, PROVIDED that any such Indebtedness was  not
     incurred in contemplation of such acquisition;

     () Indebtedness in  existence at the time any Person is merged into or
     consolidated with any Subsidiary or becomes a Subsidiary in accordance
     with the terms of this  Agreement in an aggregate principal amount not
     to exceed US $250,000 at  any time outstanding, PROVIDED that any such
     Indebtedness  was  not  incurred  in  contemplation  of  such  merger,
     consolidation or acquisition, as the case may be;

          () Indebtedness under  reimbursement  obligations  in  respect of
     letters  of  credit  and  other similar support obligations issued  to
     guarantee  or  support  the payment  of  performance  bonds,  workers'
     compensation  claims,  insurance  claims  and  contested  appeals  and
     compliance with regulatory obligations incurred in the ordinary course
     of business;

          () Contingent Obligations  in respect of indemnities and purchase
     price adjustments incurred in connection with the sale, lease or other
     disposition  of  assets;  PROVIDED  that  the  sale,  lease  or  other
     disposition  of  such  assets  are  otherwise   permitted  under  this
     Agreement;

          ()  Guarantees by and performance bonds of any  Borrower  or  any
     Subsidiary with respect to obligations of its Subsidiaries incurred in
     the ordinary  course  of  business  and not otherwise prohibited under
     this Agreement;

          () Additional unsecured Indebtedness  not  otherwise  covered  by
     clauses (a) through (k) above, PROVIDED that the aggregate outstanding
     principal  amount  of  all such other Indebtedness incurred during any
     Fiscal Year shall in no event exceed US $1,000,000 at any time;

          () Indebtedness incurred  solely to finance the purchase of looms
     in the ordinary course of business;

          ()  Indebtedness  extending  the   maturity   of,  or  refunding,
     replacing  or  refinancing,  in  whole  or  in  part, any Indebtedness
     incurred under any of the foregoing provisions of  this  SECTION 11.5;
     PROVIDED, HOWEVER, that, except in the case of clause (a)  above,  the
     terms  of  and  the principal amount of any such extension, refunding,
     replacing or refinancing  Indebtedness,  considered as a whole, are no
     more restrictive in any material respect than the terms of, and are no
     greater than the outstanding principal amount  of, the Indebtedness so
     extended, refunded, replaced or refinanced; PROVIDED FURTHER, HOWEVER,
     that  any  such refunding, replacing or refinancing  of   Indebtedness
     which  is  Subordinated   Debt   shall  be  accomplished  using  other
     Indebtedness subordinate to the Obligations  hereunder,  the  terms of
     which  shall  be  no less restrictive than the terms of this Agreement
     and the terms of subordination  of which shall be no less favorable to
     the Lenders than the Subordinated Debt being refinanced;

     () Indebtedness assumed or created  in  connection  with  the Royalton
     Acquisition described in SECTION 11.2, as follows: (i) Indebtedness in
     an aggregate principal amount not to exceed US $2,000,000 incurred  by
     Consoltex  USA  in  connection  with the guarantee of a portion of the
     purchase price in the Royalton Acquisition,  and  (ii) Indebtedness in
     an aggregate principal amount not to exceed US $1,250,000 in existence
     at the time of and assumed by a Borrower or a Subsidiary in connection
     with the consummation of the Royalton Acquisition,  provided that such
     Indebtedness  described  in  this  clause  (ii)  was  not incurred  in
     contemplation of such Royalton Acquisition; and

          () Indebtedness owing to factors of Accounts Receivable from time
     to time in principal amount at any time outstanding not  to exceed (i)
     US  $7,000,000 in the aggregate owing to all factors by all  Borrowers
     in  connection   with   their  sales  of  inventory  produced  in  and
     distributed from Mexico to  customers in the United States and (ii) in
     all other events, CAN $5,000,000 owing in the aggregate to all factors
     by all Borrowers and in each  of  (i) and (ii) without duplication the
     guaranty by a Borrower of payment of  such  Indebtedness  incurred  by
     another  Borrower  or  Subsidiary  thereof,   the  payment of which is
     secured by Liens permitted pursuant to SECTION 11.4(G).

     ..   TRANSFER  OF ASSETS.  Sell, lease, transfer or otherwise  dispose
of any assets of any Borrower or any Subsidiary other than

          () dispositions of Inventory in the ordinary course of business;

          () dispositions  of  assets  (other than capital stock) which, in
     the aggregate during any Fiscal Year, have a fair market value or book
     value (whichever is greater), that  is  less  than  or  equal  to five
     percent (5%) of the Consolidated Tangible Assets determined as of  the
     last  day  of the preceding Fiscal Year, PROVIDED THAT the proceeds of
     any dispositions  permitted  by this clause (b) shall, within four (4)
     months  after  such disposition,  be  either  (i)  reinvested  by  the
     Borrowers and the  Subsidiaries  in  substantially  the  same lines of
     business as the businesses of the Borrowers and their Subsidiaries  at
     the  time  of such disposition or lines of business related thereto or
     (ii) to the  extent  such  proceeds are in cash, used to (y) prepay an
     equal amount of outstanding  principal  and accrued interest on all of
     the Canadian Term Loan, the Term B Loan and  the  US Term Loan; or (z)
     if there are no Outstandings under the Term Loans or  the Term B Loan,
     used  to prepay an equal amount of outstanding principal  and  accrued
     interest  on  both  the  Canadian  Revolving  Credit  Loans and the US
     Revolving Credit Loans, if any, or, if the ratio of Consolidated Total
     Debt as of the last day of the most recently ended Four-Quarter Period
     to Consolidated EBITDA during such Four-Quarter Period  is  less  than
     3.0 to 1.0, to redeem the Subordinated Debt;

          () (i) property and assets disposed of in the ordinary course  of
     business  that  are not and are not intended to be Collateral to which
     is attached a perfected Lien pursuant to the Security Instruments, and
     (ii) property and  assets  of  Consoltex  Mexico, Rafytek and Rafytica
     which, if owned by a Borrower other than Consoltex  Mexico,  would  be
     permitted to be disposed of under subclause (c)(i) above;

          () investments and reinvestments in Eligible Securities;

          ()  sales  and other dispositions of shares of stock of Consoltex
     Group, or warrants,  rights or options to acquire such shares, so long
     as such sale or other  disposition  would  not  result  in a Change of
     Control;

     ()  sales,  transfers or other dispositions (i) among any Borrower  or
     Guarantor and any other Borrower or Guarantor (in each case other than
     Consoltex Mexico,  Rafytek  and  Rafytica), (ii) from any of Consoltex
     Mexico, Rafytek and Rafytica to any  Borrower  or  Guarantor  or among
     Consoltex  Mexico,  Rafytek and Rafytica; and (iii) among one or  more
     Subsidiaries that are not Guarantors;

          () the termination  of  any lease of real or personal property to
     which any Borrower or any Subsidiary  is subject, whether as lessee or
     lessor;

          () [intentionally deleted].

          () in transactions permitted by SECTIONS  10.3, 11.2, 11.3, 11.4,
     11.7, 11.8 OR 11.9;

          () transfers of assets (other than capital  stock)  to any one or
     more of Consoltex Mexico, Rafytek and Rafytica by any one  or  more of
     the  other  Borrowers  and  Guarantors  (other  than Consoltex Mexico,
     Rafytek or Rafytica) which when added to loans, advances and all other
     financial assistance provided by any Borrower or any Guarantor thereto
     as described in SECTIONS 11.5(G) AND 11.7(A), do  not  exceed  in  the
     aggregate US $1,000,000 in any Fiscal Year;

          ()  sales  (in  the  ordinary  course  of  business)  of Accounts
     Receivable to    factors    ;

          ()  dispositions  of  obsolete,  worn-out or surplus property  no
     longer necessary to the business of such  Borrower or such Subsidiary;
     and

          ()  so long as no Event of Default shall  have  occurred  and  be
     continuing,  the  grant  of  any option or other right to purchase any
     property or assets in a transaction  that would otherwise be expressly
     permitted under this SECTION 11.6.

     ..   INVESTMENTS.   Purchase, own, invest  in  or  otherwise  acquire,
directly or indirectly, any stock or other securities, or make or permit to
exist any interest whatsoever  in  any  other  Person, or make or permit to
exist any loans, advances or financial assistance  to  any  Person,  except
that any Borrower or any Subsidiary may maintain investments or invest in:

          ()  any  Subsidiary  existing  on  the  Closing Date or otherwise
     permitted  to  be  acquired  or  created hereunder  which  is,  or  in
     accordance with SECTION 10.17 will  be,  a  Guarantor;  PROVIDED, that
     such  loans,  advances  or  financial assistance by all Borrowers  and
     Guarantors (other than Consoltex  Mexico, Rafytek and Rafytica) in any
     Fiscal Year to Consoltex Mexico, Rafytica  and  Rafytek  when added to
     all  asset dispositions described in SECTION 11.6(J) occurring  during
     such Fiscal Year, shall not exceed US $1,000,000;

          ()  securities  of  any  Person  acquired  in  an Acquisition not
     otherwise prohibited under the Loan Documents;

          () Eligible Securities;

     ()  investments existing as of the Original Closing Date  and  as  set
     forth  in  SCHEDULE  11.7, and rollovers with and reinvestments of the
     proceeds thereof in the same investments or in Eligible Securities;

          () Accounts Receivable  arising  and  trade credit granted in the
     ordinary course of business;

          () Investments consisting of Rate Hedging Obligations incurred in
     accordance with SECTION 11.14;

          () Investments consisting of intercompany  Indebtedness otherwise
     permitted under SECTION 11.5;

          () Investments in account debtors received in connection with the
     bankruptcy   or   reorganization,  or  in  settlement  of   delinquent
     obligations of customers,  in  the  ordinary course of business and in
     accordance with applicable collection  and credit policies established
     by such Borrower or such Subsidiary, as the case may be;

          ()  the  acceptance  of  promissory  notes,   contingent  payment
     obligations  and  equity  interests that are received as  payment,  in
     whole or in part, of the purchase  price  of  any  property  or assets
     sold, leased, transferred or otherwise disposed of in accordance  with
     SECTION 11.6;

          ()  loans  and  advances  to  employees  of  any  Borrower or any
     Subsidiary  to  satisfy  or  reimburse  travel,  relocation and  other
     similar business related expenses of such employees  in  the  ordinary
     course  of business or to purchase shares of common stock of Consoltex
     Group  under   a   stock  purchase  plan  available  to  employees  as
     compensation thereof; and

          () Investments  not  constituting  Acquisitions and not otherwise
     permitted under this SECTION 11.7 in an aggregate amount not to exceed
     US $500,000 at any time.

 ..   MERGER OR CONSOLIDATION.  (a)  Consolidate  with  or  merge  into  any
other  Person,  or  (b)  permit  any  other  Person  to  merge into it, (c)
liquidate, wind-up or dissolve or (d) sell, transfer or lease  or otherwise
dispose of all or a substantial part of its assets; PROVIDED, HOWEVER,  (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 Fully  Secured  Guarantor  (as
hereinafter  defined),  (ii)  any  Subsidiary of any Borrower that is not a
Guarantor may merge or transfer all  or  substantially all of its assets or
consolidate with any other Subsidiary that is not a Guarantor and (iii) any
other  Person  may  merge into or consolidate  with  any  Borrower  or  any
Subsidiary and any Subsidiary  may merge into or consolidate with any other
Person in order to consummate an  Acquisition permitted under SECTION 11.2;
PROVIDED, that if such merging or consolidating  Subsidiary is a Guarantor,
the Person surviving such Acquisition shall do all  things  necessary under
SECTION 10.17 to become a Guarantor and to enter into a Security  Agreement
(notwithstanding  the  exceptions allowed under SECTION 10.17 in the  event
any such action undertaken  by  such  Person would result in a constructive
dividend or be prohibited by law) having  terms  applicable  to such Person
substantially  similar to the terms under the Security Agreement  delivered
on the Original  Closing  Date  applicable  to the Borrowers and Guarantors
other  than  Consoltex  Mexico,  Rafytek  and Rafytica  (a  "Fully  Secured
Guarantor")  (PROVIDED  FURTHER  that,  in  the   case   of   any   merger,
consolidation  or  transfer  of  assets  referred to in clause (i), (ii) or
(iii)  of  this  SECTION  11.8, if the US Collateral  Agent,  the  Canadian
Collateral Agent, or any Agent  on  behalf  of  the Lenders has a perfected
Lien on any property so transferred (or owned by  any party subject to such
merger  or  consolidation), such Lien shall remain continuously  perfected,
and PROVIDED  FURTHER  that  the  Agents'  and  Lenders'  rights  under any
Facility  Guaranty  (other  than the Guaranty of the Subsidiary so merging,
consolidating, liquidating, dissolving  or  transferring such assets) shall
not  be  adversely  affected  by  such transfer, liquidation,  dissolution,
consolidation or merger).

     ..   RESTRICTED PAYMENTS.  Make any Restricted Payment or apply or set
apart any of their assets therefor  or  agree  to  do  any of the foregoing
other than a redemption by Consoltex Group of one class  of  its issued and
outstanding  capital stock in consideration of the shares of another  class
of capital stock  not  previously  issued  or  outstanding;  (I)  PROVIDED,
HOWEVER,  that  (a) IF the ratio of Consolidated Total Debt to Consolidated
EBITDA is less than  3.00  to  1.00 as of the last day of the most recently
ended Four-Quarter Period, THEN Consoltex Group may, with the prior written
consent of the Required Lenders  (which  consent  shall not be unreasonably
withheld or delayed, it being understood that the existence of a Default or
an  Event  of  Default shall be a reasonable basis on  which  the  Required
Lenders may withhold  consent),  declare  or  pay  dividends  or make other
distributions  of  property  to  its  shareholders  or  redeem, repurchase,
retire,  defease or otherwise acquire for value shares of  its  issued  and
outstanding capital stock; (b) any Subsidiary of a Borrower may declare and
pay dividends to such Borrower or any Subsidiary of such Borrower that is a
Guarantor; (c) any Borrower or any Subsidiary may declare dividends or make
distributions  in  each  case payable solely in shares of its capital stock
PROVIDED that a Change in  Control  shall  not result from such dividend or
distribution, and PROVIDED FURTHER that if such shares are transferred to a
Borrower, Guarantor or Subsidiary in connection  with  such  a  dividend or
distribution,  the  shares  shall  be  pledged  under the applicable Pledge
Agreement  and  delivered  to  the  US  Collateral Agent  or  the  Canadian
Collateral Trustee, as applicable; and (d)  the issuers of the Subordinated
Debt may (i) pay interest thereon in accordance  with  the terms thereof as
in effect on the Closing Date in both the Subordinated Indenture and in the
Subordinated  Notes  and  (ii)  not  redeem, retire, defease  or  otherwise
acquire for value any principal amount  of  the  Subordinated  Debt for any
reason  whether as an optional or mandatory redemption except as  otherwise
permitted  by  SECTIONS 11.6(B)(II)(Z) and financed, if not by the proceeds
of asset sales,  either  from  cash  flow  derived from continuing business
operations or from Advances; and (II) PROVIDED  FURTHER,  HOWEVER, that, IF
there shall not then exist a Default or Event of Default immediately  prior
to  or  after giving effect to the foregoing, THEN Consoltex Group may make
any one or  more  Restricted  Payments to AIP in an aggregate amount not to
exceed  the  AIP  Equity  Contribution   less  the  stated  amount  of  any
outstanding LGHBV Letter of Credit.

     ..   TRANSACTIONS WITH AFFILIATES.  Other  than transactions permitted
under SECTIONS 11.5, 11.6, 11.7, 11.8 AND 11.9, enter  into any transaction
after the Closing Date, including, without limitation, the  purchase, sale,
lease  or exchange of property, real or personal, or the rendering  of  any
service,  with  any  Affiliate  of  any Borrower, except upon terms no less
favorable to such Borrower (or such Subsidiary) than would be obtained in a
comparable  arm's-length  transaction  with  a  Person  not  an  Affiliate;
PROVIDED, HOWEVER, that the following actions and transactions shall not be
restricted hereunder:

     () any employment arrangement entered  into  by  any  Borrower  or any
     Subsidiary in the ordinary course of business and consistent with past
     practice;

          ()  the  payment  of  reasonable compensation (including, without
     limitation, compensation in  the  form  of  equity  to  the extent not
     otherwise  prohibited  under  the  Loan  Documents)  to directors  and
     officers of the Borrowers and the Subsidiaries;

          ()  transactions  between  or  among  the  Borrowers  and   their
     respective Subsidiaries or between or among Subsidiaries, in each case
     to the extent otherwise not prohibited under this Agreement; and

          () the entering into of arrangements to pay, and the payment  of,
     management  and  other  similar  fees  among  the  Borrowers  and  the
     Subsidiaries.

     ..   COMPLIANCE WITH ERISA AND CANADIAN BENEFIT LAW.

          ()  permit  the  occurrence  of any Termination Event which would
     result in a material liability on the  part  of  any  Borrower  or any
     ERISA Affiliate to the PBGC which would be reasonably likely to have a
     Material Adverse Effect; or

          ()  fail to make any contribution or payment to any Multiemployer
     Plan which  any  Borrower  or  any ERISA Affiliate is required to make
     under any agreement relating to  such  Multiemployer  Plan, or any law
     pertaining  thereto,  except  where  such  non-compliance  would   not
     reasonably be likely to have a Material Adverse Effect; or

          ()  engage,  in  any  prohibited transaction under Section 406 of
     ERISA or Sections 4975 of the  Code for which a civil penalty pursuant
     to Section 502(i) of ERISA or a  tax  pursuant  to Section 4975 of the
     Code  may  be  imposed,  except  where such non-compliance  would  not
     reasonably be likely to have a Material Adverse Effect; or

          ()  permit  the  amendment of any  Employee  Benefit  Plan  which
     amendment would result  in  liability  of any Borrower or increase the
     obligation of any Borrower to a Multiemployer  Plan, except where such
     amendment would not reasonably be likely to have  a  Material  Adverse
     Effect; or

          ()  fail,  or  permit  any ERISA Affiliate to fail, to establish,
     maintain and operate each Employee  Benefit  Plan  or  Pension Plan in
     compliance in all material respects with the provisions  of ERISA, the
     Code and all other applicable laws and the regulations thereof, except
     where such non-compliance would not be reasonably likely to  result in
     a Material Adverse Effect; or

          () permit the occurrence of any Canadian Termination Event  which
     would  result  in  a  material  liability  on the part of Consoltex or
     Consoltex Group which would be reasonably likely  to  have  a Material
     Adverse Effect; or

     ()  engage  in  a  transaction  that  would render a Canadian Employee
     Pension Plan liable to tax under Part XI  of  the INCOME TAX ACT or to
     have  its registration revoked by any Governmental  Authority,  except
     where,  in  each  case,  same would not be reasonably likely to have a
     Material Adverse Effect; or

          () fail, or permit to  fail,  to  establish, maintain and operate
     each  Canadian  Employee Pension Plan in compliance  in  all  material
     respects with the  provisions  of  Canadian  Benefit Law, except where
     such  non-compliance would not be reasonably likely  to  result  in  a
     Material Adverse Effect.

     ..   FISCAL YEAR.  Change its Fiscal Year.

     ..   CHANGE IN CONTROL.

          () Cause, suffer or permit any Change of Control; or

          ()  Cause, suffer or permit any Borrower or Guarantor (other than
     Consoltex  Group)  not  to  be  wholly  owned  by  another Borrower or
     Guarantor, except in accordance with SECTION 11.2 OR  11.8  and except
     for the minimum number of shares that must be held by third parties to
     comply with applicable law.

     ..   RATE  HEDGING OBLIGATIONS. Incur any Rate Hedging Obligations  or
enter into any agreements,  arrangements  or  instruments  relating to Rate
Hedging Obligations, except (a) in the ordinary course of business and with
the consent of both Agents, such consent not to be unreasonably withheld or
delayed  and notice of each such consent to be delivered by the  Agents  to
each of the  Lenders,  and (b) pursuant to Hedge Agreements in an aggregate
notional amount not to exceed  at  any time US $100,000,000 or as otherwise
agreed by the Borrowers and the Agents.

     ..   NEGATIVE PLEDGE CLAUSES. Enter  into any agreement (other than in
connection with (a) any Indebtedness expressly  permitted  to  be  incurred
under  SECTION  11.5(A),  (C),  (D),  (E),  (G)  OR (H) (including any such
Indebtedness  permitted  to  be  incurred  under  SECTION   11.5(N)   as  a
refinancing  thereof),  or (b) any Liens expressly permitted to be incurred
under SECTION 11.4(O), or (c) any Indebtedness outstanding on the date such
Subsidiary first becomes  a Subsidiary (or any Subsidiary of any Borrower))
with any Person other than  the  Agents  and  the  Lenders pursuant to this
Agreement or any other Loan Documents which prohibits or limits the ability
of any Borrower or any Subsidiary to create, incur,  assume  or  suffer  to
exist  any  Lien  upon any of its property, assets or revenues, whether now
owned or hereafter  acquired;  PROVIDED,  however,  any such prohibition or
limitation contained in any document or agreement evidencing  or  governing
(i)  Indebtedness  permitted  to be incurred under SECTION 11.5(C) AND  (G)
shall apply only to the asset purchased,  constructed  or improved with the
proceeds of such Indebtedness, (ii) Indebtedness permitted  to  be incurred
under  SECTION  11.5(D)  shall  apply  only  to  the asset financed by such
Capital Lease, (iii) Liens expressly permitted to be incurred under SECTION
11.4(O)  shall  apply only to the goods subject to such  conditional  sale,
title  retention,   consignment  or  other  similar  arrangement  and  (iv)
Indebtedness permitted  to  be  incurred  under  SECTION  11.5(A) shall not
prohibit  the  granting  of  the  Liens on the Collateral pursuant  to  the
Security Instruments.

 ..   SUBORDINATED DEBT.

          () Fail at any time to maintain for any reason the Obligations as
     "Senior  Debt"  and,  so long as  aggregate  Total  Commitments  under
     remaining Facilities exceeds CAN $25,000,000, "Designated Senior Debt"
     under the Subordinated Indenture and the Subordinated Notes; and

          () Amend, revise or  supplement,  in  any  manner  adverse to the
     interests of the Lenders, the subordination provisions or  payment  or
     redemption  terms  of the Subordinated Debt, or in any manner material
     and adverse to the Lenders,  the  other  covenants  of,  or  events of
     default under, the Subordinated Indenture or the Subordinated Notes.


<PAGE>


                                 ARTICLE

                    EVENTS OF DEFAULT AND ACCELERATION

     ..   EVENTS  OF  DEFAULT.   If any one or more of the following events
(herein called "Events of Default")  shall  occur for any reason whatsoever
(whether such occurrence shall be voluntary or  involuntary  and  howsoever
effected) that is to say:

          ()  if  default shall be made in the due and punctual payment  of
     the principal  of  any  Loan,  any fees on Bankers' Acceptances or any
     Reimbursement Obligation when and as the same shall be due and payable
     whether pursuant to any provision  of  ARTICLES  II,  III  OR  IV,  at
     maturity, by acceleration or otherwise; or

          ()  if  default  shall be made in the due and punctual payment of
     (i) any interest on any  Loan  when  and  as the same shall be due and
     payable  or  (ii) any fees (other than fees on  Bankers'  Acceptances)
     within two (2)  Business  Days after the same shall be due and payable
     in accordance with the terms hereof or (iii) any other amounts payable
     under any other Loan Document to any of the Lenders or either Agent or
     the US Collateral Agent or Canadian Collateral Trustee within five (5)
     Business Days after notice  from any Lender or either Agent requesting
     payment thereof; or

          () if default shall be made  in  the performance or observance of
     any covenant set forth in SECTIONS 10.9  OR 10.10, 10.17 or ARTICLE XI
     (other than SECTION 11.10); or

          ()  (i)  if  a  default  shall  be  made in  the  performance  or
     observance of any covenant, agreement or provision  contained  in this
     Agreement,  the  Notes  or  any  other  Loan  Document  (other than as
     described  in  clauses  (a), (b) or (c) above) and such default  shall
     continue for thirty (30)  or  more days after (A) receipt of notice of
     such default to the Authorized Representative from either Agent or (B)
     any Notice Officer having actual  knowledge  of the occurrence of such
     default, or (ii) if any material provision of any Loan Document ceases
     to  be  in  full force and effect (other than pursuant  to  the  terms
     thereof or by  reason of any action by either Agent, the US Collateral
     Agent, the Canadian  Collateral  Trustee  or  any Lender), or (iii) if
     without  the  written consent of the Lenders, this  Agreement  or  any
     other Loan Document  shall be disaffirmed or shall terminate or become
     void  or  unenforceable   in  any  material  respect  for  any  reason
     whatsoever (other than in accordance  with  its  terms or by reason of
     any  action  by  any  Lender,  the US Collateral Agent,  the  Canadian
     Collateral Trustee or either Agent),  or  (iv)  if  any  Lien  on  any
     material  portion of the Collateral intended to have been perfected in
     favor of the  US  Collateral  Agent or the Canadian Collateral Trustee
     for the benefit of the Lenders  shall  be terminated, lapse or fail to
     be  or  remain  perfected  (except  as  expressly  permitted  by  this
     Agreement or any other Loan Document); or

     () if a default shall occur and continue  beyond  the applicable grace
     period,  if  any,  (i)  in the payment of any principal,  interest  or
     premium on (A) the Subordinated  Notes  or  (B) any other Indebtedness
     (other   than  the  Loans  and  other  Obligations  and   other   than
     Indebtedness  to  which  recourse  is limited to one or more specified
     assets  and no other assets) of any Borrower,  any  Guarantor  or  any
     Subsidiary  in  an amount not less than US $2,000,000 in the aggregate
     outstanding, or (ii)  in the performance, observance or fulfillment of
     any term or covenant contained  in  the  Subordinated Indenture or any
     Subordinated Note or any agreement or instrument  under or pursuant to
     which  any  such  other  Indebtedness  may have been issued,  created,
     assumed, guaranteed or secured by any Borrower,  any  Guarantor or any
     Subsidiary,   and  such  default  shall  permit  the  holder  of   any
     Subordinated Debt  or  any  such Indebtedness (or any agent or trustee
     acting on behalf of one or more  holders)  to  accelerate the maturity
     thereof; or

          ()  if any representation, warranty or other  statement  of  fact
     contained  in any Loan Document or in any writing, certificate, report
     or written statement  at  any  time  furnished  to either Agent or any
     Lender by or on behalf of any Borrower or any Guarantor pursuant to or
     in connection with any Loan Document shall have been  incorrect in any
     material respect when given; or

          () if any Borrower or Guarantor or any Subsidiary shall be unable
     to pay its debts generally as they become due; file a petition to take
     advantage  of  any  insolvency  statute;  make an assignment  for  the
     benefit of its creditors; commence a proceeding for the appointment of
     a receiver, trustee, liquidator or conservator  of  itself  or  of the
     whole or any substantial part of its property or otherwise wind-up  or
     dissolve  (except  in  connection  with,  or constituting a part of, a
     merger  or  consolidation  transaction  not prohibited  under  SECTION
     11.8); file a petition or answer seeking  liquidation,  reorganization
     or  arrangement  or  similar relief under the bankruptcy laws  or  any
     other applicable law or  statute  of Canada or any province thereof or
     of the United States of America or any state thereof; or

          () if a court of competent jurisdiction  shall  enter  an  order,
     judgment   or   decree  appointing  a  custodian,  receiver,  trustee,
     liquidator or conservator  of  any  Borrower  or any Guarantor, or any
     Subsidiary or of the whole or any substantial part  of  its properties
     (except as not prohibited under SECTION 11.8) and such order, judgment
     or decree continues unstayed and in effect for a period of  sixty (60)
     days,  or approve a petition filed against any Borrower, any Guarantor
     or any Subsidiary  seeking liquidation, dissolution, reorganization or
     arrangement or similar  relief  under the bankruptcy laws or any other
     applicable law or statute of Canada  or any province thereof or of the
     United States of America or any state  thereof,  which petition is not
     dismissed within sixty (60) days; or if, under the  provisions  of any
     other  law  for  the  relief  or  aid of debtors, a court of competent
     jurisdiction shall assume custody or  control  of  any  Borrower,  any
     Guarantor or any Subsidiary or of the whole or any substantial part of
     its  properties,  which  control is not relinquished within sixty (60)
     days; or if there is commenced  against any Borrower, any Guarantor or
     any  Subsidiary  any proceeding or  petition  seeking  reorganization,
     dissolution, liquidation,  arrangement  or  similar  relief  under the
     bankruptcy  laws  or any other applicable law or statute of Canada  or
     any province thereof  or  of the United States of America or any state
     thereof which proceeding or  petition remains undismissed and unstayed
     for a period of sixty (60) days;  or if any Borrower, any Guarantor or
     any Subsidiary takes any action to indicate its consent to or approval
     of any such proceeding or petition; or

     () if (i) any judgment for the payment  of  money where the amount not
     covered  by insurance (or the amount as to which  the  insurer  denies
     liability)  is in excess of US $2,000,000 in the aggregate is rendered
     against any Borrower or any Guarantor or any Subsidiary, or (ii) there
     is  any  attachment,  injunction  or  execution  against  any  of  the
     properties  of  any  Borrower  or  any  Guarantor or any Subsidiary as
     satisfaction for any judgment for an amount in excess of US $2,000,000
     in  the  aggregate;  and  such  judgment,  attachment,  injunction  or
     execution   remains  unpaid,  unstayed,  undischarged,   unbonded   or
     undismissed for a period of sixty (60) days;

then, and in any such  event  and  at any time thereafter, if such Event of
Default or any other Event of Default shall be continuing,

               (A) either or both of  the  following  actions may be taken:
          (i)  the Agents, with the consent of the Required  Lenders,  may,
          and at  the  direction  of the Required Lenders shall, declare by
          written  notice  to  the Borrowers  that  each  Revolving  Credit
          Facility and Canadian  Swing  Line  Facility and Letter of Credit
          Facility  has  been permanently and irrevocably  terminated,  and
          (ii) the Agents,  with  the  consent of the Required Lenders may,
          and at the direction of the Required  Lenders  shall,  declare by
          notice  to  the  Borrowers  any  or all of the Obligations to  be
          immediately due and payable, and the same, including all interest
          accrued thereon and all other obligations of the Borrowers to the
          Agents and the Lenders, shall forthwith  become  immediately  due
          and payable without presentment, demand, protest, notice or other
          formality  of any kind, all of which are hereby expressly waived,
          anything contained  herein  or  in  any instrument evidencing the
          Obligations  to  the  contrary  notwithstanding,  and  upon  such
          acceleration, the Agents and each  of  the Lenders shall have all
          of the rights and remedies available under  the Loan Documents or
          under applicable law; PROVIDED, HOWEVER, that notwithstanding the
          above, if there shall occur an Event of Default  under clause (g)
          or  (h)  above,  then  the  obligation  of  the  Lenders to  make
          Revolving Credit Loans and Canadian Swing Line Loans  and  of the
          Issuing   Banks  to  issue  Letters  of  Credit  hereunder  shall
          automatically  be  permanently and irrevocably terminated and any
          and all of the Obligations  shall  be immediately due and payable
          (and  the  Agents  and Lenders shall have  all  such  rights  and
          remedies) without the  necessity of any action by either Agent or
          the Required Lenders or  notice  to  either Agent or the Lenders,
          and

               (B) The Borrowers shall, upon demand  of  either both Agents
          or  the  Required  Lenders  through the Agents, at their  option,
          deposit cash with the Agents  in an amount equal to the amount of
          any  Outstandings  under  a Letter  of  Credit  Facility  or  the
          aggregate face amount of all  outstanding Bankers' Acceptances as
          collateral security for the repayment  of  any future drawings or
          payments  under  such Letters of Credit or Bankers'  Acceptances,
          and such amounts shall  be  held  by  the  Agents pursuant to the
          terms of the Cash Collateral Agreements.

 ..   AGENTS TO ACT.  In case any one or more Events of  Default shall occur
and  be continuing, both Agents together may, and at the direction  of  the
Required  Lenders  shall,  proceed  to  protect and enforce their rights or
remedies either by suit in equity or by action at law, or both, whether for
the  specific performance of any covenant,  agreement  or  other  provision
contained  herein  or in any other Loan Document, or to enforce the payment
of the Obligations or any other legal or equitable right or remedy.

     ..   CUMULATIVE  RIGHTS.  No right or remedy herein conferred upon the
Lenders or the Agents is  intended  to  be exclusive of any other rights or
remedies contained herein or in any other  Loan  Document,  and  every such
right or remedy shall be cumulative and shall be in addition to every other
such  right  or  remedy  contained  herein  and therein or now or hereafter
existing at law or in equity or by statute, or otherwise.

     ..   NO WAIVER.  No course of dealing between  any  Borrower  and  any
Lender or either Agent or any failure or delay on the part of any Lender or
either  Agent  in exercising any rights or remedies under any Loan Document
or otherwise available  to  it  shall  operate as a waiver of any rights or
remedies and no single or partial exercise  of any rights or remedies shall
operate  as  a  waiver or preclude the exercise  of  any  other  rights  or
remedies hereunder or of the same right or remedy on a future occasion.

     ..   ALLOCATION  OF  PROCEEDS.   If  an  Acceleration Event shall have
occurred, all payments (including any proceeds  of  Collateral) received by
either  Agent,  any  Lender,  the  Canadian Collateral Trustee  or  the  US
Collateral  Agent,  pursuant  to a Security  Instrument  or  otherwise,  in
respect of any principal of or  interest  on  the  Obligations or any other
amounts payable by any Borrower hereunder, shall be  applied  by the Agents
in  the following order, with no payments to be applied to the amounts  set
forth  in  any subparagraph below unless all amounts set forth in all prior
subparagraphs have been paid in full, including amounts required to be paid
pursuant to  SECTION  7.7(A)  with  respect  to  any  prior  application of
payments:

          () amounts due to the Lenders pursuant to SECTIONS 3.5, 4.3, 4.4,
     5.1(F) AND 14.5;

          () amounts due to the Agents pursuant to SECTION 13.11;

          () payments

               () of interest on Loans and Reimbursement Obligations, to be
          applied  for  the  ratable  benefit of the Issuing Bank  and  the
          Lenders pursuant to their Applicable Outstanding Percentage, and

               () of principal of Loans  and  Reimbursement Obligations, to
          be applied for the ratable benefit of  the  Lenders  pursuant  to
          their Applicable Outstanding Percentage;

     PROVIDED  that (i) proceeds of the Collateral belonging to Consoltex Group,
     Consoltex and  any  other  Borrowers or Guarantors organized under the
     laws of Canada or any province  or other political subdivision thereof
     shall be applied first to the payment  of  the interest owed under the
     Canadian Facilities, second to the payment of the principal owed under
     the Canadian Facilities, third to payment of  the principal owed under
     the US Facilities and fourth to the payment of interest owed under the
     US  Facilities  and (ii) the proceeds of the Collateral  belonging  to
     Consoltex USA, Consoltex  International Inc., Balson-Hercules, LINQ or
     any other Borrower or Guarantor organized under the laws of the United
     States or any state or other  political  subdivision  thereof shall be
     applied  first  to  the  payment  of  the interest owed under  the  US
     Facilities, second to the payment of the  principal  owed under the US
     Facilities,  third  to  the  payment of the principal owed  under  the
     Canadian Facilities and fourth  to  payment of the interest owed under
     the Canadian Facilities; PROVIDED FURTHER, that proceeds of Collateral
     to be applied to principal owed under  any  of the Facilities shall be
     applied  first  to the payment of Base Rate Loans  and  secondly,  and
     ratably, to Bankers' Acceptances and Eurodollar Rate Loans;

          ()  payments  of  cash  amounts  to  the  Agents  in  respect  of
     outstanding  Letters  of  Credit  pursuant  to  SECTION  12.1(B) which
     amounts shall be held by the Agents pursuant to the terms  of the Cash
     Collateral Agreement;

          () amounts due to the Lenders pursuant to SECTIONS 4.2(G), 10.15,
     14.9 and ARTICLE VII;

          ()  payments  of  all  other  amounts  due  under any of the Loan
     Documents,  if  any,  to  be  applied for the ratable benefit  of  the
     Lenders pursuant to their Applicable Outstanding Percentage;

          () amounts due to any of the  Lenders  in  respect of Obligations
     consisting of liabilities under any Hedge Agreement  with  any  of the
     Lenders on a pro rata basis according to the amounts owed; and

          ()  any  surplus  remaining  after  application  as  provided for
     herein, to the Borrowers or otherwise as may be required by applicable
     law.


<PAGE>


                                 ARTICLE

                                THE AGENTS

     ..   APPOINTMENT.   Each  Canadian  Facility Lender hereby irrevocably
designates and appoints NBC as the Canadian Agent for the Canadian Facility
Lenders under this Agreement, and each of  the  Canadian  Facility  Lenders
hereby  irrevocably  authorizes NBC as the Canadian Agent for such Canadian
Facility Lender, to take  such action on its behalf under the provisions of
this Agreement and the other  Loan Documents and to exercise such powers as
are  expressly  delegated to the  Canadian  Agent  by  the  terms  of  this
Agreement and such other Loan Documents, together with such other powers as
are  reasonably  incidental   thereto.   Each  US  Facility  Lender  hereby
irrevocably designates and appoints Bank of America as the US Agent for the
US Facility Lenders under this  Agreement,  and  each  of  the  US Facility
Lenders  hereby irrevocably authorizes Bank of America as the US Agent  for
such US Facility  Lender,  to  take  such  action  on  its behalf under the
provisions of this Agreement and the other Loan Documents  and  to exercise
such powers as are expressly delegated to the US Agent by the terms of this
Agreement and such other Loan Documents, together with such other powers as
are reasonably incidental thereto.  Each Term B Loan Facility Lender hereby
irrevocably designates and appoints Bank of America as the US Agent for the
Term B Loan Facility Lenders under this Agreement, and each of the  Term  B
Facility Lenders hereby irrevocably authorizes Bank of America the US Agent
for  such  Term  B  Loan Facility Lender, to take such action on its behalf
under the provisions  of this Agreement and the other Loan Documents and to
exercise such powers as  are  expressly  delegated  to  the US Agent by the
terms of this Agreement and such other Loan Documents, together  with  such
other  powers  as  are  reasonably incidental thereto. The Agents shall not
have  any duties or responsibilities,  except  those  expressly  set  forth
herein,  or  any  fiduciary  relationship  with  any of the Lenders, and no
implied  covenants,  functions,  responsibilities, duties,  obligations  or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against either Agent.

     ..   ATTORNEYS-IN-FACT.  The  Agents  may  execute any of their duties
under  the  Loan  Documents by or through agents or  attorneys-in-fact  and
shall be entitled to advice of counsel concerning all matters pertaining to
such duties.

 ..   LIMITATION ON  LIABILITY.   Neither  Agent  nor any of their officers,
directors, employees, agents or attorneys-in-fact shall be liable to any of
the Lenders for any action lawfully taken or omitted  to  be taken by it or
them  under  or in connection with the Loan Documents, except  for  its  or
their own gross negligence or willful misconduct.  Neither Agent nor any of
their affiliates  shall  be responsible in any manner to any of the Lenders
for any recitals, statements,  representations  or  warranties  made by any
Borrower, any Guarantor or any officer or representative thereof  contained
in  any  Loan  Document,  or in any certificate, report, statement or other
document referred to or provided  for  in or received by either Agent under
or  in  connection with any Loan Document,  or  for  the  value,  validity,
effectiveness,  genuineness,  enforceability  or  sufficiency  of  any Loan
Document,  or  for  any failure of any Borrower or any Guarantor to perform
its obligations under  any  Loan  Document,  or  for  the  value, validity,
effectiveness,   genuineness,   enforceability   or   sufficiency  of   any
Collateral.  The Agents shall not be under any obligation  to  any  of  the
Lenders  to  ascertain or to inquire as to the observance or performance of
any of the terms,  covenants or conditions of any Loan Document on the part
of any Borrower or any  Guarantor  or  to  inspect the properties, books or
records  of  any Borrower or their Subsidiaries  or  any  other  Guarantor;
PROVIDED, HOWEVER,  the  Agents  shall  deliver  to  each  Lender  and  the
Borrowers  the  written report of the results of any field audit inspection
conducted as set forth in SECTION 10.7(B).

     ..   RELIANCE.   Each  of  the  Agents  shall be entitled to rely, and
shall be fully protected in relying, upon any  Note,  writing,  resolution,
notice,   consent  certificate,  affidavit,  letter,  cablegram,  telegram,
telefacsimile  or  telex  message,  statement,  order  or other document or
conversation believed by it in good faith to be genuine  and correct and to
have  been  signed, sent or made by the proper Person or Persons  and  upon
advice and statements  of  legal  counsel  (including,  without limitation,
counsel  to  any  Borrower),  independent  accountants  and  other  experts
selected by either Agent.  The Agents may deem and treat the payee  of  any
Note  as  the  owner  thereof  or, with respect to the Canadian Facilities,
treat the financial institution  set  forth as the maker of any Loan in the
Canadian Agent's records as the Lender  thereof  for all purposes unless an
Assignment and Acceptance shall have been filed with  and  accepted  by the
Agents.  The Agents shall be fully justified in failing or refusing to take
any  action  under  this  Agreement unless it shall first receive advice or
concurrence of the Lenders  or  the  Required  Lenders  as provided in this
Agreement  or  it  shall  first be indemnified to its satisfaction  by  the
Lenders against any and all  liability and expense which may be incurred by
it by reason of taking or continuing  to  take any such action.  The Agents
shall  in all cases be fully protected in acting,  or  in  refraining  from
acting,  under  the  Loan  Documents  in  accordance  with a request of the
Required Lenders, and such request and any action taken  or  failure to act
pursuant thereto shall be binding upon all the Lenders and all  present and
future holders of the Notes and the Loans.

     ..   NOTICE  OF  DEFAULT.   The  Agents  shall  not  be deemed to have
knowledge  or notice of the occurrence of any Default or Event  of  Default
hereunder unless  either  Agent  has  received  notice  from  a  Lender, an
Authorized  Representative  or  a  Borrower  referring  to  this Agreement,
describing such Default or Event of Default and stating that such notice is
a "notice of default", or unless the Agent itself has provided such notice.
In  the  event  that either Agent receives such a notice, such Agent  shall
promptly give notice  thereof  to  the other Agent and to the Lenders.  The
Agents shall take such action with respect  to  such  Default  or  Event of
Default  as  shall be reasonably directed by the Required Lenders; PROVIDED
that, unless and  until  either  Agent shall have received such directions,
the Agents may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect  to  such  Event  of Default as it or
they shall deem advisable in the best interests of the Lenders  so  long as
such action or inaction is not restricted by the relevant provisions of the
Loan Documents.

 ..   NO  REPRESENTATIONS.   Each Lender expressly acknowledges that neither
Agent  nor  any  of  their  affiliates  has  made  any  representations  or
warranties to it and that no act by either Agent hereafter taken, including
any review of the affairs of  any Borrower, their Subsidiaries or any other
Guarantor, shall be deemed to constitute  any representation or warranty by
the  Agents  to  any  Lender.   Each  Lender  represents   that   it   has,
independently and without reliance upon the Agents or any other Lender, and
based  on such documents and information as it has deemed appropriate, made
its own  appraisal  of  and  investigation  into  the  financial condition,
creditworthiness,  affairs,  status  and nature of each Borrower  and  each
Guarantor and made its own decision to  enter  into  this  Agreement.  Each
Lender  also  represents  that it will, independently and without  reliance
upon the Agents or any other  Lender,  and  based  on  such  documents  and
information  as it shall deem appropriate at the time, continue to make its
own credit analysis,  appraisals  and  decisions  in  taking  or not taking
action under the Loan Documents and to make such investigation  as it deems
necessary  to  inform  itself  as  to the status and affairs, financial  or
otherwise,  of each Borrower, its Subsidiaries  and  any  other  Guarantor.
Except for notices,  reports  and  other documents expressly required to be
furnished to the Lenders by the Agents hereunder, the Agents shall not have
any duty or responsibility to provide  any  Lender with any credit or other
information concerning the affairs, financial  condition or business of any
Borrower, any Subsidiaries and any other Guarantor  which may come into the
possession of either Agent or any of the Agents' affiliates.

     ..   INDEMNIFICATION.   Each of the Lenders agrees  to  indemnify  the
Agents in their capacity as such  (to  the  extent  not  reimbursed  by any
Borrower  or  any  Guarantor  and  without  limiting any obligations of any
Borrower or any Guarantor to do so), ratably  according  to  the respective
aggregate outstanding principal amount of the Notes or Loans held  by  them
(or, if no Notes or Loans are outstanding, ratably in accordance with their
respective  Applicable  Commitment  Percentages  of  the  sum  of the Total
Commitments  as  then  in effect) from and against any and all liabilities,
obligations, losses (excluding  any  losses  suffered  by either Agent as a
result  of  Borrowers'  failure  to  pay  any  fee owing to either  Agent),
damages,   penalties,  actions,  judgments,  suits,  costs,   expenses   or
disbursements  of  any  kind  or  nature  whatsoever  which may at any time
(including  without  limitation at any time following the  payment  of  the
Notes or Loans) be imposed on, incurred by or asserted against either Agent
in any way relating to  or  arising  out  of any Loan Document or any other
document  contemplated  by  or  referred  to therein  or  the  transactions
contemplated thereby or any action taken or  omitted  by either Agent under
or in connection with any of the foregoing; PROVIDED that  no  Lender shall
be  liable for the payment of any portion of such liabilities, obligations,
losses,  damages,  penalties, actions, judgments, suits, costs, expenses or
disbursements resulting  from  either  Agent's  gross negligence or willful
misconduct.  The agreements in this subsection shall survive the payment of
the Obligations and the termination of this Agreement.

     ..   LENDER.  Each Agent and its affiliates  may make loans to, accept
deposits  from  and  generally  engage  in  any kind of business  with  any
Borrower and any Guarantor as though it were  not an Agent hereunder.  With
respect to its Loans made or renewed by it and  any Note issued to it, each
Agent shall have the same rights and powers under  this  Agreement  as  any
Lender  and  may  exercise the same as though it were not an Agent, and the
terms "Lender" and "Lenders" shall, unless the context otherwise indicates,
include each Agent in its individual capacity.

 ..   RESIGNATION.   If  the US Agent or the Canadian Agent, as the case may
be, shall resign as Agent  under  this Agreement, then the Required Lenders
with respect to the US Facilities and  the  Term  B  Loan  Facility or with
respect to the Canadian Facilities, as the case may be, may  appoint,  with
the consent, so long as there shall not have occurred and be continuing  an
Event of Default, of the Borrowers, which consent shall not be unreasonably
withheld,  a  successor  Agent  for  the  relevant Lenders, which successor
Canadian Agent shall be elected among Lenders under the Canadian Facilities
and shall be a Schedule I bank under the BANK  ACT  (Canada)  and  which US
Agent  shall  be  a  commercial bank organized under the laws of the United
States or any state thereof,  having  a combined surplus and capital of not
less than US $500,000,000, whereupon such  successor Agent shall succeed to
the rights, powers and duties of the former  Agent  and  the obligations of
the  former Agent shall be terminated and canceled, without  any  other  or
further  act or deed on the part of such former Agent or any of the parties
to this Agreement;  PROVIDED,  HOWEVER, that the former Agent's resignation
shall not become effective until  such  successor  Agent has been appointed
and  has  succeeded  of  record  to all right, title and  interest  in  any
Collateral held by the Agents; PROVIDED,  FURTHER, that if Required Lenders
with respect to the US Facilities and the Term  B  Loan  Facility  or  with
respect to the Canadian Facilities, as the case may be, and, if applicable,
the  Borrowers cannot agree as to a successor Agent within ninety (90) days
after such resignation, the remaining Agent shall appoint a successor Agent
which  satisfies  the  criteria  set forth above in this SECTION 13.9 for a
successor Agent and the parties hereto  agree to execute whatever documents
are  necessary to effect such action under  this  Agreement  or  any  other
document  executed  pursuant to this Agreement.  After any retiring Agent's
resignation hereunder  as  Agent, the provisions of this ARTICLE XIII shall
inure to its benefit as to any  actions  taken or omitted to be taken by it
while it was Agent under this Agreement.

     ..   SHARING OF PAYMENTS, ETC. Each Lender  agrees  that  if it shall,
through the exercise of a right of banker's lien, set-off, counterclaim  or
otherwise,  obtain  payment  with  respect to Obligations owed to it (other
than pursuant to ARTICLE VII) which  results in its receiving more than its
pro  rata  share of the aggregate payments  with  respect  to  all  of  the
Obligations (other than any payment pursuant to ARTICLE VII), then (a) such
Lender shall  be  deemed  to  have  simultaneously purchased from the other
Lenders a share in their Obligations  so that the amount of the Obligations
held  by  each  of  the  Lenders  shall be pro  rata  and  (b)  such  other
adjustments shall be made from time to time as shall be equitable to insure
that the Lenders share such payments  ratably;  PROVIDED, HOWEVER, that for
purposes of this SECTION 13.10 the term "pro rata" shall be determined with
respect to all the Commitments of each Lender and  to the Total Commitments
after subtraction in each case of amounts, if any, by which any such Lender
has not funded its share of the outstanding Loans and  Obligations.  If all
or any portion of any such excess payment is thereafter  recovered from the
Lender which received the same, the purchase provided in this SECTION 13.10
shall be rescinded to the extent of such recovery, without  interest.   The
Borrowers  expressly  consent  to the foregoing arrangements and agree that
each Lender so purchasing a portion  of  the other Lenders' Obligations may
exercise all rights of payment (including,  without  limitation, all rights
of set-off, banker's lien or counterclaim) with respect  to such portion as
fully as if such Lender were the direct holder of such portion.

     ..   FEES.   The  Borrowers  agrees  to pay to the Agents,  for  their
individual account, an annual Agents' fee as from time to time agreed to by
the Borrowers and the Agents in writing.


<PAGE>


                                 ARTICLE

                               MISCELLANEOUS

 ..   ASSIGNMENTS AND PARTICIPATIONS.  ()  At  any  time  after  the Closing
Date each Lender may, with the prior written consent of each Relevant Agent
and (so long as no Default with respect to SECTIONS 12.1(B), (G)  OR (H) or
no Event of Default has occurred and is continuing) Consoltex Group,  which
consents shall not be unreasonably withheld (it being understood and agreed
that  an  increase (if not de minimis) in the costs to, or amounts required
to be paid  by,  any Borrower under ARTICLE VII or otherwise under the Loan
Documents as a result  of  any  proposed  assignment  shall be a reasonable
basis on which Consoltex Group may withhold its consent),  and, if demanded
by  any  Borrower  (following  such  Lender's  demand  for payment  or  the
suspension of making or maintaining Eurodollar Rate Loans  under any of the
provisions  of  ARTICLE VII or upon any such Lender becoming a  Non-Funding
Lender), upon at  least  three  Business  Days'  notice to each Agent, will
assign to one or more banks or financial institutions  all  or a portion of
its  rights  and  obligations under the Loan Documents (including,  without
limitation, all or  a  portion of any Note payable to its order); PROVIDED,
that (i) each such assignment  shall  be  of  a  constant and not a varying
percentage of all of the assigning Lender's rights  and  obligations  under
any specified Facility (but may vary as between the separate Facilities  to
which  such  Lender is a party), (ii) the assigning Lender shall execute an
Assignment and  Acceptance  and  deliver  it to the Relevant Agent and, for
each assignment involving the issuance and transfer of a Note, the relevant
Borrowers hereby agree to execute a replacement  Note  or replacement Notes
to  give  effect  to the assignment within five (5) Business  Days  of  the
Effective Date of such assignment, (iii) the minimum Commitment which shall
be assigned is US $10,000,000,  PROVIDED  THAT  Bank of America and NBC may
make up to two (2) assignments of Commitments of  less than $10,000,000 and
greater  than  or  equal  to  $5,000,000  so long as such  assignments  are
otherwise effected in compliance with this SECTION 14.1, (iv) such assignee
shall have a Lending Office located in Canada  if  such  Person  is to be a
Lender  under  the  Canadian  Facilities,  or  in the United States if such
Person is to be a Lender under the US Facilities,  (v)  no  consent  of any
Agent  or  Consoltex  Group  shall  be  required  in  connection  with  any
assignment  by  a Lender to another Lender or to an affiliate of any Lender
(except for an assignment  of  the  rights  and  obligations  of an Issuing
Bank),  (vi)  each  such  assignment  made  as a result of a demand by  any
Borrower  pursuant  to  this  SECTION  14.1(A) shall  be  arranged  by  the
Borrowers with the approval of the Agents,  which  approval  shall  not  be
unreasonably  withheld or delayed, and shall be either an assignment of all
of the rights and  obligations of the assigning Lender under this Agreement
or  an  assignment of  a  portion  of  such  rights  and  obligations  made
concurrently  with  another such assignment or other such assignments that,
in the aggregate, cover  all of the rights and obligations of the assigning
Lender under this Agreement, (vii) no Lender shall be obligated to make any
such assignment as a result  of  a  demand by any Borrower pursuant to this
SECTION 14.1(A) unless and until such  Lender  shall  have  received one or
more  payments  in  an  aggregate  amount  at  least equal to the aggregate
outstanding  principal  amount  of  the  Loans, Reimbursement  Obligations,
Participations  in Loans and all other Obligations  and  amounts  hereunder
owing to such Lender, together with accrued interest thereon to the date of
payment of such principal  amount,  from  such  Borrower  or  one  or  more
assignees  otherwise  permitted  hereunder, and (viii) an assignment of the
Canadian Swing Line Facility shall  occur  only  if (A) the entire Canadian
Swing Line Facility is assigned, (B) the institution which is the assigning
Canadian Swing Line Facility Lender also concurrently  assigns to any other
Person  all  of  its  rights  and obligations under the Canadian  Revolving
Credit Facility, and (C) the institution  which  is  the new Canadian Swing
Line Facility Lender is also a Canadian Revolving Credit  Facility  Lender.
For  each  assignment by a Canadian Facility Lender, the relevant Borrowers
hereby agree  to  execute  upon  request of the Canadian Agent (a) Bankers'
Acceptances documentation requested by the assignee and (b) any document as
may  be  required under the Security  Instruments.   Upon  such  execution,
delivery,  approval  and  acceptance,  from  and  after  the effective date
specified  in  each Assignment and Acceptance, (x) the assignee  thereunder
shall be a party  hereto  and,  to  the  extent that rights and obligations
hereunder or under any such Note have been  assigned to it pursuant to such
Assignment  and Acceptance, have the rights and  obligations  of  a  Lender
hereunder and,  if  applicable,  a holder of such Note and (y) the assignor
thereunder shall, to the extent that  rights and obligations hereunder and,
if applicable, under its Note or Notes have been assigned by it pursuant to
such Assignment and Acceptance, relinquish  its rights and be released from
its obligations under this Agreement.  Any Lender  who  makes an assignment
shall  pay  to  the applicable Agent a one-time administrative  fee  of  US
$2,500 which fee  shall not be reimbursable by the Borrowers.  Each Issuing
Bank may assign its  rights  and  obligations  in  such capacity to another
Lender  only  with respect to the total amount of the  Canadian  Letter  of
Credit Facility  or  US  Letter  of  Credit  Facility (as the case may be),
subject to the written consent of each Relevant  Agent  and, subject to the
same  conditions  in  the first sentence of this subsection  (a)  for  such
consent, Consoltex Group,  and  also  subject  to execution and delivery of
documentation  by  such  assignor  and  assignee Issuing  Bank  as  may  be
satisfactory to the Relevant Agents and the Borrowers.

     ()   By executing and delivering an  Assignment  and  Acceptance,  the
Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) the assignment
made under such Assignment and Acceptance is made under such Assignment and
Acceptance   without   recourse;   (ii)  such  assigning  Lender  makes  no
representation or warranty except that it is the legal and beneficial owner
of the interest being assigned by it  and  that  such  interest is free and
clear  of  any  adverse  claim;  (iii)  such  assigning Lender  assumes  no
responsibility with respect to the financial condition  of  any Borrower or
any  of  the  Subsidiaries  or  any  other Guarantor or the performance  or
observance by any Borrower or any Guarantor of any of its obligations under
any Loan Document or any other instrument  or  document  furnished pursuant
hereto;  (iv) such assignee confirms that it has received a  copy  of  this
Agreement,  together  with  copies  of the most recent financial statements
delivered pursuant to SECTION 9.5(A) or SECTION 10.1(A) OR (B), as the case
may be, and such other Loan Documents  and  other documents and information
as it has deemed appropriate to make its own  credit  analysis and decision
to  enter  into  such  Assignment and Acceptance; (v) such  assignee  will,
independently and without  reliance  upon the Agents, such assigning Lender
or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue  to make its own credit decisions in
taking or not taking action under any Loan  Document;  (vi)  such  assignee
appoints and authorizes the Relevant Agent to take such action as agent  on
its  behalf  and  to  exercise  such powers under the Loan Documents as are
delegated to the Agent by the terms  hereof and thereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with  their terms all of the obligations
which by the terms of the Loan Documents are required to be performed by it
as a Lender.

     ()   The Relevant Agent shall maintain  at  its address referred to in
SECTION  14.2  a copy of each Assignment and Acceptance  delivered  to  and
accepted by it.

()   Upon its receipt  of  an  Assignment  and  Acceptance  executed  by an
assigning  Lender (including assignments to an affiliate of such Lender  or
to other Lenders),  the  Relevant Agent shall give prompt notice thereof to
the Borrowers.

     ()   Nothing  herein  shall  prohibit  any  Lender  from  pledging  or
assigning, without notice to  or  consent  of the Borrowers and without the
payment of the administrative fee referred to  in SECTION 14.1(A), any Note
to any Federal Reserve Bank in accordance with Regulation A of the Board of
Governors of the Federal Reserve System.

     ()   Each Lender may sell participations at its expense to one or more
banks or other financial institutions as to all  or a portion of its rights
and  obligations  under this Agreement; PROVIDED, that  (i)  such  Lender's
obligations under this  Agreement  shall remain unchanged, (ii) such Lender
shall  remain  solely  responsible to the  other  parties  hereto  for  the
performance of such obligations,  (iii) such Lender shall remain the holder
of  any Note issued to it for the purpose  of  this  Agreement,  (iv)  such
participations  shall  be  in  a  minimum amount of US $5,000,000 and shall
include  an allocable portion of each  of  such  Lender's  Commitments  and
Participations,  (v)  the Borrowers, the Agents and the other Lenders shall
continue to deal solely  and  directly  with such Lender in connection with
such Lender's rights and obligations under  this  Agreement and with regard
to any and all payments to be made under this Agreement  and  (vi)  neither
any  Borrower  nor  any  Guarantor  shall be required to pay any additional
amounts (including, without limitation,  under  ARTICLE VII), or shall have
any additional obligations under or in respect of  this Agreement, any Note
or any other Loan Document as a result of any such participation; PROVIDED,
that the participation agreement between a Lender and  its participants may
provide  that  such  Lender  will  obtain the approval of such  participant
(which approval shall not be unreasonably  withheld  or  delayed)  prior to
such Lender's agreeing to any amendment or waiver of any provisions  of any
Loan  Document  which  would  (A) extend the stated maturity of any Note or
Loan subject to such participation, (B) reduce the stated rates of interest
under the Facility or Facilities  subject  to  such  participation  or  (C)
increase  the Commitment of the Lender granting the participation under the
Facility or  Facilities subject to such participation, and (vi) the sale of
any  such  participation  which  would  require  any  Borrower  to  file  a
registration  statement  with  the  United  States  Securities and Exchange
Commission or under the securities regulations or laws  of  any state shall
not be permitted.

     ()   No Borrower or Guarantor may assign any rights, powers, duties or
obligations  under this Agreement or the other Loan Documents  without  the
prior written consent of all the Lenders, except in accordance with SECTION
11.2 OR 11.8.

     ..   NOTICES.   Any  notice  shall be conclusively deemed to have been
received by any party hereto or to any other Loan Document and be effective
(i) on the day on which delivered (including  hand  delivery  by commercial
courier service) to such party (against receipt therefor), (ii) on the date
of receipt at such address or telefacsimile number as may from time to time
be specified by such party in written notice to the other parties hereto or
otherwise  received),  in  the case of notice by telegram or telefacsimile,
respectively (where the receipt  of such message is verified by return), or
(iii) on the fifth Business Day after  the  day  on  which  mailed, if sent
prepaid by certified or registered mail, return receipt requested,  in each
case  delivered,  transmitted or mailed, as the case may be, to the address
or telefacsimile number,  as  appropriate,  set  forth  below or such other
address or number as such party shall specify by notice hereunder:
     () if to the Borrowers:

               to such Borrower, in care of:

               Consoltex (USA) INC.
               1040 Avenue of the Americas
               New York, New York 10018
               Attn:  Paul J. Bamatter, Chief Financial Officer
               Telephone: (212) 596-0480
               Telefacsimile: (212) 596-0483

               with a copy to:

               Consoltex Group Inc.
               8555 Autoroute Transcanadieune
               Ville Saint-Laurent, Qu<e'>bec
               H4S 1Z6
               Attn:  Paul J. Bamatter, Chief Financial Officer
               Telephone: (514) 355-7021
               Telefacsimile: (514) 355-7020

          () if to the Canadian Agent:

               National Bank of Canada
               Sun Life Building
               1155 Metcalfe, 5th Floor
               Montr<e'>al, Qu<e'>bec
               H3B 4S9
               Attn: Ms. Michelle Fradette
               Telephone: (514) 394-8407
               Telefacsimile: (514) 394-4240

               with a copy to:

               National Bank of Canada
               Sun Life Building
               1155 Metcalfe, 5th Floor
               Montr<e'>al, Qu<e'>bec
               H3B 4S9
               Attn: Mr. Laurent Genest
               Telephone: (514) 394-8980
               Telefacsimile: (514) 394-6073

()   if to the US Agent or the US Collateral Agent:

               Bank of America, N.A.
               Independence Center, 15th Floor
               NC1-001-15-04
               Charlotte, North Carolina  28255
               Attention: Agency Services
               Telephone: (704) 386-7637
               Telefacsimile: (704) 386-9923

               with a copy to:

               Bank of America, N.A.
               Bank of America Corporate Center, 8th Floor
               NC1-007-11
               Charlotte, North Carolina 28255-0065
               Attention: David Dinkins
               Telephone: (704) 386-2951
               Telefacsimile: (704) 386-1270

          ()   if to the Lenders:

               At the addresses set forth on the signature pages hereof and
               on the signature page of each Assignment and Acceptance.

          ()   if to Rafytek, in care of the Borrowers in  accordance  with
               clause (a) above.

          ()   if  to Rafytica, in care of the Borrowers in accordance with
               clause (a) above.

          ()   if to  Consoltex  International, in care of the Borrowers in
               accordance with clause (a) above.

          ()   if to the Canadian Collateral Trustee:

               Desjardins Trust Inc.
               1 Complexe Desjardins
               Bureau 1422
               Casier postal 34
               Montr<e'>al, Qu<e'>bec
               H5B 1E4
               Attention: Denis Chevrette, Managing
                         Director, Corporate Trust Services
               Telephone: (514) 286-5859
               Telefacsimile: (514) 844-3545

 ..   SETOFF.  Upon (i) the occurrence  and  during  the  continuance of any
Event of Default and (ii) the making of the request or the  granting of the
consent specified by SECTION 12.1(A) to authorize the Agents to declare the
Loans  and  the  Notes due and payable pursuant to the provisions  thereof,
each Lender is hereby  authorized at any time and from time to time, to the
fullest extent permitted  by  applicable  law, to set off and apply any and
all deposits (general or special, time or demand,  provisional or final) at
any time held (other than for safekeeping) and other  indebtedness  at  any
time  owing  by  such  Lender  to  or  for the credit or the account of any
Borrower against any and all of the obligations  of  such  Borrower due and
payable  at such time under this Agreement and the Loans and  the  Note  or
Notes held  by  such  Lender.   Each  Lender  agrees promptly to notify the
applicable Borrower after any such setoff and application  is  made by such
Lender; PROVIDED that the failure to give such notice shall not  affect the
validity  of  such  setoff  and application.  Nothing in this SECTION  14.3
shall be construed to grant a right of setoff against any Person other than
any Borrower.

     ..   SURVIVAL.   All  covenants,   agreements,   representations   and
warranties made herein shall survive the making by the Lenders of the Loans
and the issuance of the Letters of Credit and the execution and delivery to
the  Lenders  of  this  Agreement  and the Notes and shall continue in full
force and effect so long as any of Obligations  remain  outstanding  or any
Lender  has  any  Commitment  hereunder,  PROVIDED that any indemnification
granted hereunder or under any other Loan Document  shall also survive, and
continue in full force and effect after, the termination of any Obligations
and Commitments.  Whenever in this Agreement any of the  parties  hereto is
referred  to, such reference shall be deemed to include the successors  and
permitted  assigns   of  such  party  and  all  covenants,  provisions  and
agreements by or on behalf of the Borrowers which are contained in the Loan
Documents shall inure  to  the  benefit  of  the  successors  and permitted
assigns of the Lenders or any of them.

     ..   EXPENSES.  The Borrowers agree (a) to pay or reimburse each Agent
for  all  its  reasonable  out-of-pocket  costs  and  expenses incurred  in
connection  with  the preparation, negotiation and execution  of,  and  any
amendment, supplement  or  modification  to,  any  of  the  Loan  Documents
(including   due   diligence   expenses   and  travel  expenses),  and  the
consummation  of  the  transactions  contemplated  thereby,  including  the
reasonable and documented (in reasonable detail) fees and disbursements and
service charges of external counsel to  each  such  Agent,  (b)  to  pay or
reimburse  each  Agent  and each of the Lenders for all their out-of-pocket
costs  and  expenses  incurred   in  connection  with  the  enforcement  or
preservation  of  any  rights  under  the  Loan  Documents,  including  the
reasonable and documented (in reasonable  detail)  fees,  disbursements and
service  charges of their external counsel, and (c) to pay,  indemnify  and
hold each Agent and each of the Lenders harmless from any and all recording
and filing  fees  and any and all liabilities with respect to, or resulting
from any failure to  pay or delay in paying, documentary, stamp, excise and
other similar taxes, if  any,  which  may  be  payable  or determined to be
payable in connection with the execution and delivery of  any  of  the Loan
Documents, or consummation of any amendment, supplement or modification of,
or any waiver or consent under or in respect of, any Loan Document.

 ..   AMENDMENTS.  No amendment, modification or waiver of any provision  of
any  Loan Document, no release of Collateral (other than the release of CAN
$2,000,000  or  less  of  fair  value of Collateral, per Fiscal Year, which
shall require the prior written consent only of both Agents) and no consent
by the Lenders to any departure therefrom  by any Borrower or any Guarantor
shall be effective unless such amendment, modification,  waiver  (including
without  limitation  the waiver of any Event of Default or of any condition
to the making of an Advance  or  the  issuance  of  a  Letter  of Credit or
acceptance  of  any Bankers' Acceptance on any date other than the  Closing
Date) or release  of  such  amount  of  Collateral  shall be in writing and
signed  by  the  Agents, shall have been approved by the  Required  Lenders
through their written  consent,  and  the same shall then be effective only
for the period and on the conditions and  for  the  specific  instances and
purposes  specified  in  such  writing;  PROVIDED,  HOWEVER, that, no  such
amendment, modification or waiver

               () which changes, extends or waives any provision of SECTION
          3.7, 5.7, 13.9 or this SECTION 14.6, which  reduces the principal
          amount of, the stated rate of interest payable on or fees payable
          hereunder   in   connection  with,  any  Loans  or  Reimbursement
          Obligations (other  than  any Loan that is solely for the account
          of either Agent), which extends  the  due  date  of any scheduled
          principal installment of or interest or fee payment  on any Loans
          or Reimbursement Obligations (other than any Loan that  is solely
          for the account of either Agent), which changes the definition of
          Required Lenders, which permits an assignment by any Borrower  or
          any  Guarantor  of its Obligations under any Loan Document (other
          than in accordance with SECTIONS 11.2 OR 11.8), which reduces the
          required consent  of  Lenders provided hereunder, which increases
          or extends (other than  pursuant to the express terms hereof) any
          Commitment or the Total Commitment,  or  which creates, increases
          or extends (other than pursuant to the express  terms hereof) any
          other  commitment or obligation of any Lender to make  any  loan,
          extend any  credit  or  issue  any  letter  of credit or banker's
          acceptance, shall be effective unless in writing  and  signed  by
          each of the Lenders; or

               (ii) which releases (A) a material portion of the Collateral
          in  which  the Liens granted pursuant to the Security Instruments
          (other than  a  release  pursuant  to  the  terms  thereof)  were
          intended  to  be perfected or (B) the obligation of any Guarantor
          under any Facility Guaranty (other than a release pursuant to the
          terms thereof)  unless  in  writing  and  signed  by  each of the
          Lenders; PROVIDED, however, the release of CAN $2,000,000 or less
          of  fair  value  of Collateral per Fiscal Year shall require  the
          consent only of both Agents; or

               (iii) which affects the rights, privileges or obligations of
          either Issuing Bank  shall  be effective unless signed in writing
          by such Issuing Bank; or

               (iv)  which affects the rights,  privileges,  immunities  or
          indemnities  of either Agent shall be effective unless in writing
          and signed by such Agent.

Notwithstanding any provision  of the other Loan Documents to the contrary,
as between the Agents and the Lenders,  execution by either Agent shall not
be  deemed conclusive evidence that such Agent  has  obtained  the  written
consent  of  the Required Lenders.  No delay or omission on any Lender's or
either Agent's part in exercising any right, remedy or option shall operate
as a waiver of  such or any other right, remedy or option or of any Default
or Event of Default.

 ..   COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number of
counterparts, each of which when so executed and delivered shall be  deemed
an  original,  and  it  shall  not  be  necessary  in  making proof of this
Agreement  to  produce  or  account  for  more than one such fully-executed
counterpart.

     ..   TERMINATION.  The termination of  this Agreement shall not affect
any rights of any Borrower, any Lender or either Agent or any obligation of
any Borrower, any Lender or either Agent, arising  prior  to  the effective
date  of such termination, and the provisions hereof shall continue  to  be
fully  operative  until  all  Commitments  have  been  terminated  and  the
Obligations  arising prior to such termination have been paid in full.  The
rights granted  to  the  Agents,  the  US Collateral Agent and the Canadian
Collateral Trustee for the benefit of the  Lenders under the Loan Documents
shall continue in full force and effect, notwithstanding the termination of
this Agreement, until all of the Obligations  have  been Fully Satisfied or
the  Borrowers  have  furnished  the  Lenders  and  the  Agents   with   an
indemnification  satisfactory  to  each  Agent and each Lender with respect
thereto.  Notwithstanding the foregoing, if after receipt of any payment of
all or any part of the Obligations, any Lender  is for any reason compelled
to surrender such payment to any Person because such  payment is determined
to be void or voidable as a preference, impermissible setoff,  a  diversion
of  trust  funds  or  for  any  other  reason,  such Obligations under this
Agreement shall be reinstated and the Borrowers shall  be  liable  to,  and
shall  indemnify  and  hold  such  Lender  harmless for, the amount of such
payment surrendered until such Lender shall  have  been  paid in full.  The
provisions  of  the  foregoing  sentence  shall  be  and  remain  effective
notwithstanding  any  contrary  action  which  may  have  been taken by the
Lenders  in  reliance  upon such payment, and any such contrary  action  so
taken  shall  be  without prejudice  to  the  Lenders'  rights  under  this
Agreement and shall  be  deemed  to have been conditioned upon such payment
having become final and irrevocable.

 ..   INDEMNIFICATION; LIMITATION OF  LIABILITY.   In  consideration  of the
execution and delivery of this Agreement by each Agent and each Lender  and
the  making  of  Loans and the issuance of Letters of Credit, each Borrower
hereby jointly and  severally indemnifies, exonerates and holds each Agent,
each Issuing Bank, the  Canadian  Collateral  Trustee,  the  US  Collateral
Agent,  and  each  Lender and each of their respective officers, directors,
employees, agents and  advisors  (collectively,  the "Indemnified Parties";
and,  with  respect  to  any one Agent, Issuing Bank,  Canadian  Collateral
Trustee,  US Collateral Agent  or  Lender,  and  its  respective  officers,
directors, employees, agents and advisors being, in relation to each other,
a "Related  Indemnified  Party") free and harmless from and against any and
all claims, actions, causes  of  action,  suits, losses, costs, liabilities
and  damages,  and  expenses,  including  reasonable   and  documented  (in
reasonable  detail)  attorneys'  fees,  disbursements  and service  charges
(collectively, the "Indemnified Liabilities") that may be  incurred  by  or
asserted or awarded against any Indemnified Party, in each case arising out
of  or  in  connection  with  or  by  reason  of, or in connection with the
execution, delivery, enforcement or performance  of  this Agreement and the
other  Loan  Documents  (including,  without  limitation, the  issuance  or
transfer of, or payment or failure to pay under  any  Letter of Credit), or
any transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of any Loan or Letter of  Credit,  whether or
not  such  action  is  brought  against  either  Agent  or  any Lender, the
shareholders  or creditors of either Agent or any Lender or an  Indemnified
Party or an Indemnified  Party  is otherwise a party thereto and whether or
not the transactions contemplated herein are consummated, except (a) to the
extent such claim, damage, loss, liability or expense has resulted from the
gross negligence or willful misconduct  of such Indemnified Party or any of
its Related Indemnified Parties, or such  Indemnified  Party's violation of
applicable law or failure to make an Advance or issue a Letter of Credit or
accept  a Bankers' Acceptance in violation of this Agreement,  (b)  results
from claims of an Agent or a Lender solely against one or more other Agents
or Lenders,  (c)  in  the  case  of  any Letter of Credit, is caused by the
failure of either Issuing Bank to pay  under  any  Letter  of  Credit after
presentation  to  it  of a request for payment strictly complying with  the
terms thereof, unless such  payment  is  prohibited  by  applicable  law or
judicial  order  or  decree  or (d) results from an action initiated by any
Borrower or Guarantor against  either  Agent,  the US Collateral Agent, the
Canadian  Collateral  Trustee,  or  any Lender in which  such  Borrower  or
Guarantor prevails, and if and to the extent that the foregoing undertaking
may be unenforceable for any reason,  each  Borrower  hereby agrees to make
the maximum contribution to the payment and satisfaction  of  each  of  the
Indemnified  Liabilities  for which otherwise such Borrower is liable under
this SECTION 14.9 which is permissible under applicable law.  The Borrowers
agree that no Indemnified Party shall have any liability (whether direct or
indirect, in contract or tort or otherwise) to it, any of its Subsidiaries,
any Guarantor, or any security holders or creditors thereof arising out of,
related to or in connection  with  the  transactions  contemplated  herein,
except to the extent that such liability is found in a final non-appealable
judgment  by  a  court of competent jurisdiction to have resulted from such
Indemnified Party's  gross  negligence  or  willful misconduct or from such
Indemnified Party's failure to make an Advance  or issue a Letter of Credit
or accept a Bankers' Acceptance in violation of this  Agreement  or failure
to pay under any Letter of Credit after presentation to it of a request for
payment strictly complying with the terms thereof; PROVIDED, HOWEVER, in no
event shall any Indemnified Party be liable for consequential, indirect  or
special,  as  opposed to direct, damages.  So long as no Acceleration Event
has occurred, no  Indemnified  Party shall settle or otherwise pay or agree
to  pay  any  claim  for  which  any  Borrower   is  obligated  to  provide
indemnification under the Loan Documents without the  prior written consent
of  such  Borrower,  which consent shall not be unreasonably  withheld  and
shall be deemed to have  been  given  unless  such Borrower objects to such
settlement within ten (10) Business Days after notice thereof.

     ..   CONFIDENTIALITY.  Neither any Agent nor any Lender shall disclose
any Confidential Information to any Person without  the  prior  consent  of
Consoltex Group, other than (a) to such Agent's or such Lender's Affiliates
and  their  officers,  directors, employees, agents, counsels, accountants,
and advisors and then only  on  a  confidential and a "need to know" basis,
(b) so long as such Person agrees to  preserve  the confidentiality of such
Confidential Information on the terms set forth in  this  SECTION 14.10, to
actual and prospective assignees and participants, (c) as required  by  any
law,  rule  or  regulation  or by judicial process, (d) to other Agents and
other Lenders, (e) as requested  or  required  by  any  state,  federal  or
foreign  authority  or  examiner  regulating  banks  or  banking; PROVIDED,
HOWEVER,  that,  with respect to clause (c) above, the Relevant  Agent  and
each applicable Lender  agrees  to notify the Borrower promptly of any such
request  for  the  disclosure  of  Confidential   Information  unless  such
notification  is prohibited by applicable law, rule  or  regulation  or  by
judicial process.

     ..   SEVERABILITY.   If  any  provision of this Agreement or the other
Loan Documents shall be determined to  be  illegal  or invalid as to one or
more of the parties hereto, then such provision shall remain in effect with
respect  to  all  parties,  if  any, as to whom such provision  is  neither
illegal nor invalid, and in any event  all  other  provisions  hereof shall
remain effective and binding on the parties hereto.

 ..   ENTIRE  AGREEMENT.   This  Agreement,  together  with  the other  Loan
Documents, constitutes the entire agreement among the parties  with respect
to  the  subject  matter  hereof  and  supersedes  all  previous proposals,
negotiations, representations, commitments and other communications between
or among the parties, both oral and written, with respect thereto.

     ..   AGREEMENT CONTROLS.  In the event that any term  of  any  of  the
Loan Documents other than this Agreement conflicts with any express term of
this Agreement, the terms and provisions of this Agreement shall control to
the extent of such conflict.

     ..   USURY   SAVINGS  CLAUSE.   Notwithstanding  any  other  provision
herein, the aggregate  interest  rate  charged  under  any  of  the  Notes,
including  all charges or fees in connection therewith deemed in the nature
of interest  under  applicable law shall not exceed the Highest Lawful Rate
(as such term is defined  below).   If  the  rate  of  interest (determined
without regard to the preceding sentence) under this Agreement  at any time
exceeds the Highest Lawful Rate (as defined below), the outstanding  amount
of the Loans made hereunder shall bear interest at the Highest Lawful  Rate
until  the  total  amount  of  interest  due hereunder equals the amount of
interest  which  would  have been due hereunder  if  the  stated  rates  of
interest set forth in this  Agreement  had at all times been in effect.  In
addition, if when the Loans made hereunder  are  repaid  in  full the total
interest  due  hereunder  (taking  into  account the increase provided  for
above) is less than the total amount of interest  which would have been due
hereunder if the stated rates of interest set forth  in  this Agreement had
at  all  times  been in effect, then to the extent permitted  by  law,  the
Borrowers shall pay to the Agents an amount equal to the difference between
the amount of interest  paid  and  the  amount of interest which would have
been paid if the Highest Lawful Rate had  at  all  times  been  in  effect.
Notwithstanding  the foregoing, it is the intention of the Lenders and  the
Borrowers to conform  strictly  to any applicable usury laws.  Accordingly,
if any Lender contracts for, charges,  or  receives any consideration which
constitutes interest in excess of the Highest  Lawful  Rate,  then any such
excess  shall be canceled automatically and, if previously paid,  shall  at
such Lender's option be applied to the outstanding amount of the Loans made
hereunder  or be refunded to the Borrowers.  As used in this paragraph, the
term "Highest  Lawful Rate" means the maximum lawful interest rate, if any,
that at any time  or  from  time to time may be contracted for, charged, or
received under the laws applicable  to  such  Lender which are presently in
effect or, to the extent allowed by law, under  such  applicable laws which
may  hereafter  be  in effect and which allow a higher maximum  nonusurious
interest rate than applicable laws now allow.

     ..   GOVERNING LAW; WAIVER OF JURY TRIAL; CHOICE OF LANGUAGE.

          ()  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
     ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     ()        EACH OF  THE  PARTIES  HERETO  HEREBY  EXPRESSLY  AND IRREVOCABLY
     AGREES AND CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
     OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN
     MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE  COUNTY
     OF  NEW  YORK,  STATE  OF NEW YORK, UNITED STATES OF AMERICA OR IN ANY
     COMPETENT COURT SITTING  IN  THE  DISTRICT OF MONTR<E'>AL, PROVINCE OF
     QU<E'>BEC,  CANADA  AND,  BY  THE  EXECUTION   AND  DELIVERY  OF  THIS
     AGREEMENT, EACH OF THE PARTIES HERETO EXPRESSLY  WAIVES  ANY OBJECTION
     THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR TO THE
     EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY, ANY  SUCH  COURT
     IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH OF THE PARTIES HERETO
     HEREBY  IRREVOCABLY  SUBMITS  GENERALLY  AND  UNCONDITIONALLY  TO  THE
     JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

          ()  EACH OF THE PARTIES HERETO AGREES THAT SERVICE OF PROCESS MAY
     BE MADE BY  PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR
     OTHER LEGAL PROCESS  IN  ANY  SUCH  SUIT,  ACTION OR PROCEEDING, OR BY
     REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID)  TO THE ADDRESS OF SUCH
     PARTY  PROVIDED  IN  SECTION 14.2, OR BY ANY OTHER METHOD  OF  SERVICE
     PROVIDED FOR UNDER THE  APPLICABLE  LAWS IN EFFECT IN THE STATE OF NEW
     YORK OR IN THE PROVINCE OF QU<E'>BEC.

          () NOTHING CONTAINED IN SUBSECTIONS  (A), (B) OR (C) HEREOF SHALL
     PRECLUDE ANY OF THE PARTIES HERETO FROM BRINGING  ANY  SUIT, ACTION OR
     PROCEEDING  ARISING  OUT  OF OR RELATING TO ANY LOAN DOCUMENT  IN  THE
     COURTS OF ANY JURISDICTION WHERE ANY SUCH PARTY OR ANY OF SUCH PARTY'S
     PROPERTY OR ASSETS MAY BE FOUND  OR  LOCATED.  TO THE EXTENT PERMITTED
     BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION,  EACH  OF THE PARTIES
     HERETO  HEREBY  IRREVOCABLY  SUBMITS TO THE JURISDICTION OF  ANY  SUCH
     COURT AND EXPRESSLY WAIVES, IN  RESPECT  OF  ANY  SUCH SUIT, ACTION OR
     PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION  OVER IT AND ITS
     PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR  HEREAFTER MAY
     BE AVAILABLE UNDER APPLICABLE LAW.

          () IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR
     REMEDIES  UNDER  OR  RELATED  TO  ANY  LOAN DOCUMENT OR ANY AMENDMENT,
     INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED  OR THAT MAY IN THE FUTURE
     BE DELIVERED IN CONNECTION THEREWITH, EACH BORROWER,  EACH AGENT, EACH
     ISSUING BANK AND EACH LENDER HEREBY AGREES, TO THE EXTENT PERMITTED BY
     APPLICABLE  LAW,  THAT  ANY SUCH ACTION OR PROCEEDING SHALL  BE  TRIED
     BEFORE A COURT AND NOT BEFORE  A JURY AND HEREBY IRREVOCABLY WAIVE, TO
     THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE
     TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.

     ()        THE PARTIES HERETO HAVE  EXPRESSLY  REQUIRED  THAT THIS AGREEMENT
     AND  ANY  OTHER  LOAN  DOCUMENTS AND ALL DEEDS, DOCUMENTS AND  NOTICES
     RELATING THERETO BE DRAFTED  IN  THE ENGLISH LANGUAGE; LES PARTIES AUX
     PR<E'>SENTES   ONT  EXPRESS<E'>MENT  EXIG<E'>   QUE   LA   PR<E'>SENTE
     CONVENTION  ET  LES   AUTRES   CONTRATS   ET   DOCUMENTS  DEFINIS  AUX
     PR<E'>SENTES COMME <E'>TANT DES "LOAN DOCUMENTS"  ET  TOUS  LES AUTRES
     CONTRATS,   DOCUMENTS   OU   AVIS   QUI  Y  SONT  AFF<E'>RENTS  SOIENT
     R<E'>DIG<E'>S EN LANGUE ANGLAISE.

     ..   CONSENT OF GUARANTORS.  Each of  the Guarantors has joined in the
execution of this Agreement 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.

                      [Signatures on following pages]


                          SIGNATURE PAGE 1 of 12



<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 GROUP INC.,
                              as Borrower and as Guarantor


                              By:

                              Name:

                              Title:


                              By:

                              Name:

                              Title:



                              CONSOLTEX INC.,
                              as Borrower and as Guarantor


                              By:

                              Name:

                              Title:


                              By:

                              Name:

                              Title:



                              CONSOLTEX (USA) INC.,
                              as Borrower and as Guarantor


                              By:

                              Name:

                              Title:


                              By:

                              Name:

                              Title:



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


                              By:

                              Name:

                              Title:


                              By:

                              Name:

                              Title:



                              LINQ INDUSTRIAL FABRICS, INC.,
                              as Borrower and as Guarantor


                              By:

                              Name:

                              Title:


                              By:

                              Name:

                              Title:



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


                              By:

                              Name:

                              Title:


                              By:

                              Name:

                              Title:




<PAGE>


GUARANTORS:

                              CONSOLTEX INTERNATIONAL INC., as
                              Guarantor

                              By:

                              Name:

                              Title:



                              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    INCORPORATED,    as
                         Guarantor

                              By:

                              Name:

                              Title:



                              WALPOLE, INC.,  as Guarantor

                              By:

                              Name:

                              Title:





<PAGE>


                              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:




<PAGE>


AGENTS:


                              NATIONAL BANK OF CANADA,
                              as Canadian Agent


                              By:

                              Name:

                              Title:



                              BANK OF AMERICA, N.A.,
                              as US Agent


                              By:

                              Name:

                              Title:



<PAGE>


                              LENDERS:

                              NATIONAL BANK OF CANADA


                              By:
                                                  Name:
                              Title:

                              By:
                                                  Name:
                              Title:

                              Lending Office:
                                   Sun Life Building
                                   1155 Metcalfe, 5th Floor
                                   Montr<e'>al, Qu<e'>bec
                                   H3B 4S9
                                   Attn: Mr. Laurent Genest
                                   Telephone: (514) 394-8980
                                   Telefacsimile: (514) 394-6073

                              Wire Transfer Instructions:
                                  US $: Bank One International Corporation
                                     New York Branch
                                   Syndication Loans Department
                                   153 West 51st Street, Suite 4800
                                   New York, New York
                                   ABA No.: 026009797
                                   CHIPS No.: 0979
                                   Re:  Consoltex
                                   Attn:   Louise   Coulombe  or  C<e`>line
                                   Rivard

                                  CAN $: Par Swift/Transfert
                                   BNDC CAMMINT IN FAVOUR OF:
                                   National Bank of Canada
                                   Syndication Loans Department
                                   600, de la Gaucheti<e`>re Street West
                                   Main Branch
                                   Montr<e`>al, Qc Canada H3B 4L2
                                   Re: Consoltex
                                   Attn:  Louise  Coulombe   or   C<e`>line
Rivard


<PAGE>


                    NATIONAL BANK OF CANADA (U.S. DIVISION)


                              By:

                              Name:

                              Title:



                              By:

                              Name:

                              Title:



                              Lending Office:
                                   National Bank of Canada
                                   125 West 55th Street
                                   23rd Floor
                                   New York, New York 10019
                                   Attention: Auggie Marchetti
                                   Telephone: (212) 632-8539
                                   Telefacsimile:            (212) 632-8509

                              Wire Transfer Instructions:
                                   National Bank of Canada
                                   ABA#              021-001-033
                                   Account No.: 04-223-535
                                   Reference: Consoltex
                                   Attention: Cross Border Department



<PAGE>


                              BANK OF AMERICA, N.A.


                              By:

                              Name:

                              Title:


                              Lending Office:
                                   Bank of America, National Association
                                   Independence Center, 15th Floor
                                   NC1-001-15-04
                                   Charlotte, North Carolina  28255
                                   Attention:  Agency Services
                                   Telephone: (704) 386-7637
                                   Telefacsimile: (704) 386-9923

                              Wire Transfer Instructions:
                                   Bank of America, National Association
                                   ABA# 053000196
                                   Account No.: 136621-22506
                                   Reference: Consoltex
                                   Attention: Corporate Credit Support



<PAGE>


                              BANKBOSTON, N.A.


                              By:
                                                  Name:
                              Title:
                              Lending Office:
                                   BankBoston, N.A.
                                   115 Perimeter Center Place
                                   Suite 500
                                   Atlanta, Georgia  30346
                                   Attention: Lauren P. Carrigan
                                   Telephone: (770) 390-6557
                                   Telefacsimile: (770) 393-4166

                              Wire Transfer Instructions:
                                   BankBoston
                                   Boston, Massachusetts
                                   ABA#  011-000-390
                                   Account No.:   29880
                                   Reference:      Consoltex
                                   Attention:  Karen Burey, Commercial Loan
                                             Services,  for  further credit
                                             to Consoltex 29880


<PAGE>


                              THE BANK OF NOVA SCOTIA


                              By:

                                                  Name:
                              Title:

                              By:

                                                  Name:
                              Title:
                              Lending Office:
                                   The Bank of Nova Scotia
                                   Scotia Tower, Main Branch
                                   1002 Sherbrooke Street West
                                   Montr<e'>al, Qu<e'>bec, Canada  H3A 3L6
                                   Attention: Denis Lagac<e'>
                                   Telephone: (514) 499-5328
                                   Telefacsimile: (514) 499-5815

                              Wire Transfer Instructions:
                                   The Bank of Nova Scotia
                                   ABA# 002 90001
                                   Account                             No.:

                                   Reference: Consoltex
                                   Attention: Denis Lagac<e'>


<PAGE>


                              THE BANK OF NOVA SCOTIA

                              By:

                              Name:

                              Title:



                              By:

                              Name:

                              Title:



                              Lending Office:
                                   The Bank of Nova Scotia
                                   One Liberty Plaza, 25th Floor
                                   New York, New York 10006
                                   Attention: John Morale
                                   Telephone: (212) 225-5062
                                   Telefacsimile:            (212) 225-5286

                              Wire Transfer Instructions:
                                   The Bank of Nova Scotia
                                   ABA#   026-002-532
                                   Account No.: N/A
                                   Reference: Consoltex
                                   Attention: Loan Accounting



<PAGE>


                              FLEET  BUSINESS CREDIT CORPORATION (successor
                              to Sanwa Business Credit Corp.)


                              By:

                              Name:

                              Title:



                              Lending Office:
                                   Fleet Capital Corp.
                                   6100 Fairview Road
                                   Charlotte, North Carolina 28210
               Attention:
                         Leslie Washington
                                   Telephone: (704) 553-6717
                                   Telefacsimile:            (704) 553-6738

                              Wire Transfer Instructions:
                                   Fleet Business Credit Corporation
                                   ABA# 011-900-571
                                   Account No.: 937-001-5120
                                   Reference: Consoltex
                                   Attention: Leslie Washington


                                    A-1



<PAGE>






                                 EXHIBIT A
                     Applicable Commitment Percentages

A.   PRE-FUNDING   APPLICABLE   COMMITMENT   PERCENTAGES.    The  following
Applicable  Commitment Percentages are effective from the Closing  Date  to
but not including the Tranche B Funding Date:

     I.   TOTAL FACILITIES
                                                  Applicable
                                                  Commitment
     LENDER
     COMMITMENT
                         PERCENTAGE

     National Bank of Canada $19,963,235.00 20.7410233655%
     Bank of America, N.A. $26,507,353.24 27.5401072649%
     Fleet Business Credit Corporation $16,985,294.10  17.6470588017%
     BankBoston, N.A $11,323,529.42 11.6747058903%
     The Bank of Nova Scotia $  7,500,000.00   7.7922078034%
     National Bank of Canada, U.S. Division $  8,970,588.24   9.3200916768%
     The Bank of Nova Scotia, U.S. Division $  5,000,000.00   5.1948051948%

     Total Commitment $ 96,250,000.00 100.0000000000%

     II.  CANADIAN REVOLVING CREDIT FACILITY
                                                  Applicable
     CANADIAN REVOLVING CREDIT Commitment
     FACILITY LENDERS COMMITMENT PERCENTAGE

     National Bank of Canada $14,705,882.06 71.4285710261%
     Bank of America, N.A. $ -   0.0000000000%
     Fleet Business Credit Corporation $ -   0.0000000000%
     BankBoston, N.A          $    -                0.0000000000%
     The Bank of Nova Scotia       $  5,882,352.94          28.5714289739%
     National Bank of Canada, U.S. Division $ -          0.0000000000%
     The Bank of Nova Scotia, U.S. Division $ -          0.0000000000%

     Total Commitment $20,588,235.00 100.0000000000%

     III. CANADIAN TERM LOAN FACILITY
                                                  Applicable
     CANADIAN TERM LOAN Commitment
     FACILITY LENDERS COMMITMENT PERCENTAGE

     National Bank of Canada $ 5,257,352.93 76.4705880620%
     Bank of America, N.A. $ -   0.0000000000%
     Fleet Business Credit Corporation $ -   0.0000000000%
     BankBoston, N.A          $    -                0.0000000000%
     The Bank of Nova Scotia $ 1,617,647.07 23.5294119380%
     National Bank of Canada, U.S. Division $ -          0.0000000000%
     The Bank of Nova Scotia, U.S. Division $ -          0.0000000000%

     Total Commitment $6,875,000.00 100.0000000000%

     IV.  US REVOLVING CREDIT FACILITY
                                                  Applicable
     US REVOLVING CREDIT  Commitment
     FACILITY LENDERS COMMITMENT PERCENTAGE

     National Bank of Canada       $    -                0.0000000000%
     Bank of America, N.A. $17,352,941.48 47.0119526221%
     Fleet Business Credit Corporation $10,147,058.82 27.4900396151%
     BankBoston, N.A. $  6,764,705.88 18.3266930782%
     The Bank of Nova Scotia       $    -                0.0000000000%
     National Bank of Canada,U.S. Division $ 2,647,058.82   7.1713146846%
     The Bank of Nova Scotia, U.S. Division $ -          0.0000000000%

     Total Commitment $36,911,765.00 100.0000000000%


     V.   US TERM LOAN FACILITY
                                                  Applicable
     US TERM LOAN FACILITY Commitment
     LENDERS COMMITMENT PERCENTAGE

     National Bank of Canada       $    -                0.0000000000%
     Bank of America, N.A. $2,830,882.35 41.1764705979%
     Fleet Business Credit Corporation $2,426,470.58 35.2941174641%
     BankBoston, N.A. $1,617,647.07 23.5294119380%
     The Bank of Nova Scotia       $    -                0.0000000000%
     National Bank of Canada, U.S. Division $ -          0.0000000000%
     The Bank of Nova Scotia, U.S. Division $ -          0.0000000000%

     Total Commitment $6,875,000.00 100.0000000000%


     VI.  TERM B LOAN FACILITY
                                                  Applicable
     TERM B LOAN FACILITY Commitment
     LENDERS COMMITMENT PERCENTAGE

     National Bank of Canada       $    -                0.0000000000%
     Bank of America, N.A. $   6,323,529.42 25.2941176604%
     Fleet Business Credit Corporation $   4,411,764.70 17.6470587992%
     BankBoston, N.A. $   2,941,176.47 11.7647058799%
     The Bank of Nova Scotia       $    -                0.0000000000%
     National Bank of Canada, U.S. Division $   6,323,529.42 25.2941176604%
     The   Bank   of   Nova   Scotia,   U.S.   Division   $    5,000,000.00
20.0000000000%

     Total Commitment $25,000,000.00 100.0000000000%



<PAGE>


B.   POST-FUNDING   APPLICABLE   COMMITMENT   PERCENTAGES.   The  following
Applicable Commitment Percentages will become effective  on  the  Tranche B
Funding Date:

     I.   TOTAL FACILITIES
                                                  Applicable
                                                  Commitment
     LENDER
     COMMITMENT
                         PERCENTAGE

     National Bank of Canada $19,963,235.00 17.4732910190%
     Bank of America, N.A. $32,860,294.43 28.7617456695%
     Fleet   Business   Credit  Corporation  $20,161,764.68  17.6470587981%
     BankBoston,                                                        N.A
                         $13,441,176.47
                                                  11.7647058836%
     The Bank of Nova Scotia $  7,500,000.00   6.5645514317%
     National Bank of Canada, U.S. Division $15,323,529.42  13.4122795832%
     The Bank of Nova Scotia, U.S. Division $  5,000,000.00   4.3763676149%

     Total Commitment $114,250,000.00 100.0000000000%

     II.  CANADIAN REVOLVING CREDIT FACILITY
                                                  Applicable
     CANADIAN REVOLVING CREDIT Commitment
     FACILITY LENDERS COMMITMENT PERCENTAGE

     National Bank of Canada $14,705,882.06 71.4285710261%
     Bank of America, N.A. $ -   0.0000000000%
     Fleet Business Credit Corporation $ -   0.0000000000%
     BankBoston, N.A          $    -                0.0000000000%
     The Bank of Nova Scotia       $  5,882,352.94          28.5714289739%
     National Bank of Canada, U.S. Division $ -          0.0000000000%
     The Bank of Nova Scotia, U.S. Division $ -          0.0000000000%

     Total Commitment $20,588,235.00 100.0000000000%

     III. CANADIAN TERM LOAN FACILITY
                                                  Applicable
     CANADIAN TERM LOAN Commitment
     FACILITY LENDERS COMMITMENT PERCENTAGE

     National Bank of Canada $ 5,257,352.93 76.4705880620%
     Bank of America, N.A. $ -   0.0000000000%
     Fleet Business Credit Corporation $ -   0.0000000000%
     BankBoston, N.A          $    -                0.0000000000%
     The Bank of Nova Scotia $ 1,617,647.07 23.5294119380%
     National Bank of Canada, U.S. Division $ -          0.0000000000%
     The Bank of Nova Scotia, U.S. Division $ -          0.0000000000%

     Total Commitment $6,875,000.00 100.0000000000%


          IV.            US REVOLVING CREDIT FACILITY
                                                  Applicable
     US REVOLVING CREDIT  Commitment
     FACILITY LENDERS COMMITMENT PERCENTAGE

     National Bank of Canada       $    -                0.0000000000%
     Bank of America, N.A. $17,352,941.48 47.0119526221%
     Fleet Business Credit Corporation $10,147,058.82 27.4900396151%
     BankBoston, N.A. $  6,764,705.88 18.3266930782%
     The Bank of Nova Scotia       $    -                0.0000000000%
     National Bank of Canada,U.S. Division $  2,647,058.82    7.1713146846%
     The Bank of Nova Scotia, U.S. Division $ -          0.0000000000%

     Total Commitment $36,911,765.00 100.0000000000%


     V.   US TERM LOAN FACILITY
                                                  Applicable
     US TERM LOAN FACILITY Commitment
     LENDERS COMMITMENT PERCENTAGE

     National Bank of Canada       $    -                0.0000000000%
     Bank of America, N.A. $2,830,882.35 41.1764705979%
     Fleet Business Credit Corporation $2,426,470.58 35.2941174641%
     BankBoston, N.A. $1,617,647.07 23.5294119380%
     The Bank of Nova Scotia       $    -                0.0000000000%
     National Bank of Canada, U.S. Division $ -          0.0000000000%
     The Bank of Nova Scotia, U.S. Division $ -          0.0000000000%

     Total Commitment $6,875,000.00 100.0000000000%


     VI.  TERM B LOAN FACILITY
                                                  Applicable
     TERM B LOAN FACILITY Commitment
     LENDERS COMMITMENT PERCENTAGE

     National Bank of Canada       $    -                0.0000000000%
     Bank of America, N.A. $ 12,676,470.60 29.4801641860%
     Fleet Business Credit Corporation $   7,588,235.28 17.6470587907%
     BankBoston, N.A. $   5,058,823.52 11.7647058605%
     The Bank of Nova Scotia       $    -                0.0000000000%
     National Bank of Canada, U.S. Division $ 12,676,470.60 29.4801641860%
     The   Bank   of   Nova   Scotia,   U.S.   Division   $    5,000,000.00
11.6279069767%

     Total Commitment $43,000,000.00 100.0000000000%



                                    B-1



<PAGE>




                                 EXHIBIT B

                     Form of Assignment and Acceptance

                        DATED                ,

     Reference  is made to the Amended and Restated Credit Agreement  dated
as of October 25,  1999  (the  "Agreement")  among  CONSOLTEX  GROUP  INC.,
CONSOLTEX  INC., CONSOLTEX (USA) INC., THE BALSON-HERCULES GROUP LTD., LINQ
INDUSTRIAL  FABRICS,   INC.   and  CONSOLTEX  MEXICO,  S.A.  de  C.V.  (the
"Borrowers"),  the Lenders (as defined  in  the  Agreement),  and  each  of
National Bank of Canada and Bank of America, N.A. as Agents for the Lenders
(the "Agents").   Unless  otherwise  defined  herein,  terms defined in the
Agreement are used herein with the same meanings.

                                       (the         "Assignor")         and
 (the "Assignee") agree as follows:


     1.   The Assignor hereby sells and  assigns  to  the Assignee, and the
Assignee hereby purchases and assumes from the Assignor,  WITHOUT RECOURSE,
a  _______%  {1}  interest  in  and  to  all of the Assignor's  rights  and
obligations  under  the  Agreement as of the  Effective  Date  (as  defined
below), in the [CANADIAN REVOLVING  CREDIT  LOANS] [THE CANADIAN TERM LOAN]
[THE US REVOLVING CREDIT LOANS] [THE US TERM  LOAN] [THE TERM B LOAN] owing
to  the  Assignor on the Effective Date, and evidenced  by  the  applicable
Notes held by the Assignor.

2.   The Assignor  (i)  represents  and  warrants that, as of the Effective
Date,  (A) the aggregate outstanding principal  amounts  of  the  [CANADIAN
TERM] [US  TERM]  [TERM  B]  Loan comprising Advances owing to it and (with
respect  only  to the Canadian Term  Loan)  Bankers'  Acceptances  (without
giving effect to  assignments  thereof which have not yet become effective)
is US $__________ (Advances: US $__________, Bankers' Acceptances listed in
Schedule "A" hereto: CAN $__________)  [UNDER A NOTE DATED __________, 19__
IN THE PRINCIPAL AMOUNT OF US $__________],  (B)  the  aggregate  principal
amount of [CANADIAN] [US] Revolving Credit Loans comprising Advances  owing
to  it  and  (with  respect  only  to  the Canadian Revolving Credit Loans)
Bankers'  Acceptances (without giving effect  to  the  assignments  thereof
which  have   not  yet  become  effective)  is  US  $__________  (Advances:
US  $__________,  Bankers'  Acceptances  listed  in  Schedule  "A"  hereto:
CAN $__________)  [UNDER  A  NOTE DATED ____________, 19__ IN THE PRINCIPAL
AMOUNT OF $__________], and (C)  the  aggregate  principal  amount  of  the
Participations  purchased  by  it (without giving effect to the assignments
thereof  which  have  not yet become  effective)  is  US  $_________;  (ii)
represents and warrants  that  it  is the legal and beneficial owner of the
interest being assigned by it hereunder  and that such interest is free and
clear of any adverse claim and makes no other  representation  or warranty;
(iii)  makes  no  representation  or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection  with  the  Agreement  or any  of  the  Loan  Documents  or  the
execution, legality, validity, enforceability,  genuineness, sufficiency or
value of the Agreement or any of the Loan Documents or any other instrument
or  document furnished pursuant thereto; (iv) makes  no  representation  or
warranty  and  assumes  no  responsibility  with  respect  to the financial
condition  of  any Borrower, any Guarantor or any other Subsidiary  or  the
performance or observance  by  any  Borrower or any Guarantor of any of its
obligations under any of the Loan Documents  or  any  other  instrument  or
document  furnished  pursuant  thereto  and  (v)  attaches hereto the Notes
referred to in paragraph 1 above and requests that  the Agent exchange such
Notes  for  replacement  Notes as follows: a Note with respect  to  the  US
Revolving Credit Facility dated _____________, 19__ in the principal amount
of US $________________, and  a  Note  with  respect  to  the  US Term Loan
Facility or Term B Loan Facility, as applicable, dated __________,  19__ in
the  principal  amount  of  US $__________ each payable to the order of the
Assignor, and a Note with respect  to  the  US  Revolving  Credit Facility,
dated  ____________________________  19__,  in  the  principal  amount   of
US  $_________________ and a Note with respect to the US Term Loan Facility
or Term  B  Loan Facility, as applicable, dated _________________, 19___ in
the principal  amount  of  US  $_________, each payable to the order of the
Assignee.

     3.   The Assignee (i) confirms  that  it  has  received  a copy of the
Agreement, together with copies of the financial statements referred  to in
SECTION  9.5(A)  OR  10.1(A)  OR  (B)  thereof and such other documents and
information as it has deemed appropriate  to  make  its own credit analysis
and decision to enter into this Assignment and Acceptance; (ii) agrees that
it will, independently and without reliance upon the  Agents, the Assignor,
or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own  credit decisions in
taking  or  not taking action under any Loan Document; (iii)  appoints  and
authorizes the [CANADIAN] [US] Agent to take such actions on its behalf and
to exercise such  powers  under  the Loan Documents as are delegated to the
[CANADIAN] [US] Agent by the terms  thereof,  together  with such powers as
are reasonably incidental thereto; (iv) will perform all of the obligations
which  by  the terms of the Agreement are required to be performed  by  the
Lender; and  (v)  specifies as its address for notices the office set forth
beneath its name on  the  signature pages hereof and attaches the necessary
IRS forms if applicable to it.

     4.   The effective date  for  this  Assignment and Acceptance shall be
_____________________________  (the  "Effective   Date").    Following  the
execution  of this Assignment and Acceptance, it will be delivered  to  the
[CANADIAN] [US]  Agent  for acceptance and recording by the [Canadian] [US]
Agent.

5.   Upon such acceptance  and recording, as of the Effective Date, (i) the
Assignee shall be a party to  the  Agreement and, to the extent provided in
this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the Loan Documents,  (ii)  the  Assignor shall, to the
extent  provided in this Assignment and Acceptance, relinquish  its  rights
and be released from its obligations under the Agreement and the other Loan
Documents  and  (iii)  with  respect  to the Bankers' Acceptances listed in
Schedule "A" hereto the Assignee shall  pay  to the Assignor upon demand of
the Assignor in immediately available funds the  Assignee's  portion (to be
calculated in proportion to the percentage interest mentioned  in SECTION 1
above) of the face value of such Bankers' Acceptances which the  applicable
Borrowers  under  a  Canadian  Facility would not pay to the Assignor  upon
maturity of such Bankers' Acceptances,  and  thus  acquire a portion, to be
calculated in the same manner, of the right of the Assignor to be repaid by
such Borrower any amount owed by such Borrower pursuant thereto.

     6.   Upon such acceptance and recording, from and  after the Effective
Date, the [CANADIAN] [US] Agent shall make all payments under the Agreement
and  Notes  in respect of the interest assigned hereby (including,  without
limitation, all payments of principal, interest, commitment fees and letter
of credit fees  with  respect  thereto)  to the Assignee.  The Assignor and
Assignee shall make directly between themselves all appropriate adjustments
in  payments  made  and fees paid under the Agreement  and  the  Notes  for
periods prior to, or  the  beginning  of  which was prior to, the Effective
Date.

     7.   The Assignor shall cause the bond certificate issued by Consoltex
and  the bond certificate issued by Consoltex  Group,  both  of  which  are
registered  in  the  name  of  the Assignor to be presented to the Canadian
Collateral Trustee for cancellation  and  for issuance in lieu thereof of a
bond certificate to be registered in the name  of  the  Assignee (or in the
case of partial assignment of bond certificates registered  in  the name of
the assignee and bond certificates registered in the name of the  assignor,
the  nominal  amount  of  which  shall be in proportion to their respective
commitments from and after the Effective Date).

**FOOTNOTES**

{1}    Specify percentage in no more than 4 decimal points; duplicate
sentence if assignment is more than one facility and the percentage varies
between assignments.


<PAGE>


8.   This Assignment and Acceptance  shall be governed by, and construed in
accordance with, the laws of State of New York.

                              [NAME OF ASSIGNOR]

                              By:

                              Name:
                              Title:


                              Notice Address:




                              After the Effective Date
                              Canadian Revolving
                                Credit Facility:
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________

                              Canadian Letter
                                of Credit
                                Participations
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________

                              Canadian Term
                                Loan Facility:
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________

                              US Revolving
                                Credit Facility:
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________

                              US Letter of Credit
                                Participations:
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________

US Term Loan
                                Facility:
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________

                               Term B Loan
                                Facility:
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________


<PAGE>


[NAME OF ASSIGNEE]

                              By:

                              Name:

                              Title:


                              Notice Address/Lending Office
                                             ____________________
                                             ____________________
                                             ____________________

                              Wire transfer Instructions:
                                             ____________________
                                             ____________________
                                             ____________________

                              After the Effective Date
                              Canadian Revolving
                                Credit Facility:
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________

                              Canadian Letter
                                of Credit
                                Participations
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________

                              Canadian Term
                                Loan Facility:
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________

                              US Revolving Credit
                                Facility:
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________


<PAGE>



                              US Letter of Credit
                                Participations:
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________

                              US Term Loan Facility:
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________

                              Term B Loan Facility:
                                Commitment                     %___________
                                Outstanding
                                Principal Amount               $___________


<PAGE>


Accepted this ____ day of _______, 19__

                         [NATIONAL BANK OF CANADA, AS AGENT

                         BY:

                         Name:

                         Title:                                           ]

                         or

                         [BANK OF AMERICA, N.A. AS AGENT


                         BY:

                         Name:

                         Title:                                           ]

Consented to as of the ___
day of ____________, 19___:


CONSOLTEX GROUP INC.


By:
Name:
Title:


                                    C-1



<PAGE>




                                 EXHIBIT C

    Notice of Appointment (or Revocation) of Authorized Representative

     Reference  is hereby made to the Amended and Restated Credit Agreement
dated as of October  25, 1999 (the "Agreement") among CONSOLTEX GROUP INC.,
CONSOLTEX INC., CONSOLTEX  (USA) INC., THE BALSON-HERCULES GROUP LTD., LINQ
INDUSTRIAL  FABRICS,  INC.  and   CONSOLTEX   MEXICO,  S.A.  de  C.V.  (the
"Borrowers"),  the  Lenders  (as  defined in the Agreement),  and  each  of
National  Bank  of Canada and Bank of  America,  National  Association,  as
Agents for the Lenders  (the  "Agents").   Capitalized  terms  used but not
defined herein shall have the respective meanings therefor set forth in the
Agreement.

     [The   Borrowers   hereby   nominate,   constitute  and  appoint  each
individual  named  below  as an Authorized Representative  under  the  Loan
Documents, and hereby represent  and  warrant  that  (i) set forth opposite
each  such  individual's  name  is  a  true and correct statement  of  such
individual's office on the date hereof (to  which  such individual has been
duly elected or appointed), a genuine specimen signature of such individual
and an address for the giving of notice to such Authorized  Representative,
and (ii) each such individual has been duly authorized by the  Borrowers to
act as an Authorized Representative under the Loan Documents:

Name and Address           Office         Specimen Signature

_________________ ___________________

_________________
_________________

_________________ ___________________                                     ]
_________________
_________________

[The Borrowers hereby revoke (effective upon the date specified  below) the
prior appointment of ________________ as an Authorized Representative.]



<PAGE>


This the ___ day of __________________, 19__.


                                   CONSOLTEX GROUP INC.

                                   By:

                                   Name:

                                   Title:



                                   CONSOLTEX INC.

                                   By:

                                   Name:

                                   Title:



                                   CONSOLTEX (USA) INC.

                                   By:

                                   Name:

                                   Title:



                                   THE BALSON-HERCULES GROUP LTD.

                                   By:

                                   Name:

                                   Title:



                                   LINQ INDUSTRIAL FABRICS, INC.

                                   By:

                                   Name:

                                   Title:



                                   CONSOLTEX MEXICO, S.A. de C.V.

                                   By:

                                   Name:

                                   Title:



                                    D-1



<PAGE>




                                 EXHIBIT D

                    Form of Borrowing Base Certificate

To:  National Bank of Canada
     Sun Life Building
     1155 Metcalfe, 5th Floor
     Montr<e'>al, Qu<e'>bec
     H3B 4S9
     Attn: Ms. Michelle Fradette
     Telephone: (514) 394-8407
     Telefacsimile: (514) 394-4240

     and

     Bank of America, N.A.
     Independence Center, 15th Floor
     NC1-001-15-04
     Charlotte, North Carolina  28255
     Attention: Agency Services
     Telephone: (704) 386-7637
     Telefacsimile: (704) 386-9923

     Reference  is  made to the Amended and Restated Credit Agreement dated
as of October 25, 1999,  (the  "Agreement")  among  CONSOLTEX  GROUP  INC.,
CONSOLTEX  INC.  ("Consoltex"),  CONSOLTEX  (USA) INC., THE BALSON-HERCULES
GROUP LTD., LINQ INDUSTRIAL FABRICS, INC. and  CONSOLTEX  MEXICO,  S.A.  de
C.V. (the "Borrowers"), the Lenders (as defined in the Agreement), and each
of  National  Bank  of Canada and Bank of America, National Association, as
Agents for the Lenders  (the  "Agents").   Unless otherwise defined herein,
terms defined in the Agreement are used herein with the same meanings.

     Consoltex, through the undersigned Authorized  Representative,  hereby
certifies to the Agents and the Lenders as follows:

     (A)  Eligible Receivables (as detailed in the
          attached schedule) as of the last Business
          Day of the immediately preceding month: US $_______
     (B)  Line (A) x 80% = US $_______
     (C)  Aggregate stated amount of all US $_______
          commercial letters of credit issued
          for the purchase by a Borrower of
          raw materials which have not been
          received as Inventory
     (D)  Line (C) x 50% = US $_______
     (E) Eligible Inventory (as detailed in the
          attached schedule) as of the last
          Business Day of the immediately
          preceding month                    US $_______
     (F)  Line (E) x 50%                     US $_______
     (G)  The lesser of $30,000,000 and Line (F): US $_______
     (H)  Cash in Cash Collateral Accounts
            constituting Prepayment Cash Collateral US $_______
     (I)  Borrowing Base: Line (B) plus Line
                          (D) plus Line (G)
                          plus Line (H) US $_______
     (J)  The sum of all
             Outstandings under the
               Canadian Revolving Credit Facility US $_______
             Outstandings under the
               Canadian Swing Line Facility       US $_______
             Outstandings under the
               Canadian Letter of Credit Facility US $_______
             Outstandings under the
               US Revolving Credit Facility  US $_______
             Outstandings under the
               US Letter of Credit Facility  US $_______

                              Total          US $_______

     NOTE:  LINE  (I)  MUST BE GREATER THAN LINE (J) OR THE BORROWERS SHALL
HEREBY TENDER TO THE AGENTS  WITH THIS CERTIFICATE THE AMOUNT BY WHICH LINE
(J) EXCEEDS LINE (I) AS A PREPAYMENT  OF  [CANADIAN]  [US] REVOLVING CREDIT
LOANS.

                         CONSOLTEX GROUP INC.

                         By:

                              Authorized Representative

                         DATE:



                                    E-1



<PAGE>




                                 EXHIBIT E

                          Form of Drawdown Notice

To:  National Bank of Canada
     Sun Life Building
     1155 Metcalfe, 5th Floor
     Montr<e'>al, Qu<e'>bec
     H3B 4S9
     Attn: Ms. Michelle Fradette
     Telephone: (514) 394-8407
     Telefacsimile: (514) 394-4240

     and

     Bank of America, N.A.
     Independence Center, 15th Floor
     NC1-001-15-04
     Charlotte, North Carolina  28255
     Attention: Agency Services
     Telephone: (704) 386-7637
     Telefacsimile: (704) 386-9923

     Reference  is  made to the Amended and Restated Credit Agreement dated
as  of October 25, 1999  (the  "Agreement")  among  CONSOLTEX  GROUP  INC.,
CONSOLTEX  INC.  ("Consoltex"),  CONSOLTEX  (USA) INC., THE BALSON-HERCULES
GROUP LTD., LINQ INDUSTRIAL FABRICS, INC. and  CONSOLTEX  MEXICO,  S.A.  de
C.V. (the "Borrowers"), the Lenders (as defined in the Agreement), and each
of  National  Bank  of Canada and Bank of America, National Association, as
Agents for the Lenders  (the  "Agents").   Unless otherwise defined herein,
terms defined in the Agreement are used herein with the same meanings.

     ______________________, a Facility Borrower  under the [Canadian] [US]
Facility   indicated   below  (the  "Borrower"),  through   an   Authorized
Representative, hereby gives notice to the [Canadian] [US] Agent that Loans
of the type and amount set forth below be made on the date indicated:

[Canadian] [US]
Revolving
Credit Facility     Interest       Aggregate
(CHECK ONE)         PERIOD{(1)}    AMOUNT{(2)}    DATE OF LOAN{(3)

}TYPE OF LOAN

Base Rate Loan
Canadian Dollar     _________      CAN $______    ______________

Base Rate Loan
US Dollar           _________      US $_______         ______________

Eurodollar Rate
Loan                _________      US $_______         ______________

Bankers'
Acceptances         _________      CAN $______    ______________

 ____________________________________

(1)  For any Eurodollar Rate Loan, one, two, three or six months.
(2)  Must be US $100,000  (under  either  Revolving  Credit  Facility) (CAN
     $500,000 per Lender if Bankers' Acceptances) or if greater an integral
     multiple  of  US  $100,000  (or  CAN  $100,000 in the case of Bankers'
     Acceptances) unless a Base Rate Refunding Loan.
(3)  At least three (3) Business Days later  if  a Eurodollar Rate Loan, or
     two (2) Business Days later if Bankers' Acceptances.

     The Borrower hereby requests that the proceeds  of  Loans described in
this  Drawdown  Notice  be  made  available  to  the  Borrower as  follows:
__________________________________.

     The undersigned hereby certifies that:

     .    No Default or Event of Default has occurred and  is continuing or
shall result from the Loans described herein; and

     .    All the representations and warranties set forth in ARTICLE IX of
the  Agreement and in the other Loan Documents (other than those  expressly
stated  to refer to a particular date) are correct in all material respects
as of the  date  hereof  except  that  (i)  the  reference to the financial
statements  in  SECTION  9.5(A)  of the Agreement are  to  those  financial
statements most recently delivered to you pursuant to SECTION 10.1(A)(I) OR
10.1(B)(I)  of  the  Agreement  (it being  understood  that  any  financial
statements delivered pursuant to SECTION 10.1(B) have not been certified by
independent  public  accountants)  and   are  subject  to  normal  year-end
adjustments and (ii) SECTIONS 9.4, 9.17 AND  9.12  shall refer to Schedules
most recently updated and delivered together with the  financial statements
referred to in SECTION 10.1(A) and that SECTIONS 9.7, 9.9  AND  9.15  shall
refer  to  schedules  most  recently  updated  delivered  together with the
financial statements referred to in SECTION 10.1(B).

 .    After  giving  effect  to the requested Loan, Outstandings  under  any
Facility  shall  not  exceed the  applicable  Maximum  Permitted  Principal
Amounts  or, in the case  of  either  US  Facility,  the  Consoltex  Mexico
Borrowing Limit.

                         [NAME OF BORROWER]

                         BY:

                              Authorized Representative

                         DATE:



                                    F-1



<PAGE>




                                 EXHIBIT F

                         Form of Selection Notice

To:  National Bank of Canada
     Sun Life Building
     1155 Metcalfe, 5th Floor
     Montr<e'>al, Qu<e'>bec
     H3B 4S9
     Attn: Ms. Michelle Fradette
     Telephone: (514) 394-8407
     Telefacsimile: (514) 394-4240

     and

     Bank of America, N.A.
     Independence Center, 15th Floor
     NC1-001-15-04
     Charlotte, North Carolina  28255
     Attention: Agency Services
     Telephone: (704) 386-7637
     Telefacsimile: (704) 386-9923

     Reference  is  made to the Amended and Restated Credit Agreement dated
as of October 25, 1999,  as amended (the "Agreement") among CONSOLTEX GROUP
INC., CONSOLTEX INC., CONSOLTEX (USA) INC., THE BALSON-HERCULES GROUP LTD.,
LINQ INDUSTRIAL FABRICS, INC.  and  CONSOLTEX  MEXICO,  S.A.  de  C.V., the
Lenders (as defined in the Agreement), and each of National Bank of  Canada
and  Bank  of  America,  N.A.,  as  Agents  for the Lenders (the "Agents").
Unless otherwise defined herein, terms defined  in  the  Agreement are used
herein with the same meanings.

     __________________,  a  Facility  Borrower  under the [CANADIAN]  [US]
[TERM  B  LOAN]  Facility  indicated  below  (the "Borrower"),  through  an
Authorized Representative hereby gives notice  to the [CANADIAN] [US] Agent
of  the  following  selection  of a type of Loan or  Segment  and  Interest
Period:

[CANADIAN/US]
Revolving
Credit Facility Interest Aggregate
(CHECK ONE)        PERIOD{(1)}   AMOUNT{(2)}    DATE OF LOAN{(3)}

TYPE OF LOAN

1. Base Rate Loan
   Canadian Dollar ______        CAN $_______   ____________

2. Base Rate Loan
   US Dollar       ______        US  $_______   ____________

3. Eurodollar Rate
   Loan            ______        US  $_______   ____________

4. Bankers'
   Acceptances     ______        CAN $_______   ____________

[CANADIAN/US]
Term Loan          Interest      Aggregate
(CHECK ONE)        PERIOD{(1)}   AMOUNT{(2)}    DATE OF LOAN{(3)}

TYPE OF LOAN

5. Base Rate Loan
   Canadian Dollar ______        CAN $_______   ____________

6. Base Rate Loan
   US Dollar       ______        US  $_______   ____________

7. Eurodollar Rate
   Loan            ______        US  $_______   ____________

8. Bankers'
   Acceptances     ______        CAN $_______   ____________


Term B Loan        Interest      Aggregate
(CHECK ONE)        PERIOD{(1)}   AMOUNT{(2)}     DATE OF LOAN{(3)}

TYPE OF LOAN

9. Base Rate Loan
   US Dollar       ______        US  $_______   ____________

10. Eurodollar Rate
   Loan            ______        US  $_______   ____________


              Conversion (Canadian Revolving Credit Facility)

Segment no 1, 2, 3, 4 above (check one) to be a conversion of:

                              Interest period
                               MATURITY DATE             AMOUNT
Base Rate Loan
Canadian Dollar                     N/A         CAN $__________

Base Rate Loan
US Dollar                           N/A         US  $__________

Eurodollar Rate
Loan                              _______       US  $__________

Bankers'
Acceptances                       _______       CAN $__________


                 Conversion (Canadian Term Loan Facility)

Segment no 5, 6, 7, 8 above (check one) to be a conversion of:

                              Interest period
                               MATURITY DATE             AMOUNT
Base Rate Loan
Canadian Dollar                     N/A         CAN $__________

Base Rate Loan
US Dollar                           N/A         US  $__________

Eurodollar Rate
Loan                              _______       US  $__________

Bankers'
Acceptances                       _______       CAN $__________



                 Conversion (US Revolving Credit Facility)

Segment no 2 or 3 above (check one) to be a conversion of:

                              Interest period
                               MATURITY DATE             AMOUNT

Base Rate Loan
US Dollar                           N/A         US  $__________

Eurodollar Rate
Loan                              _______       US  $__________


                    Conversion (US Term Loan Facility)

Segment no 6 or 7 above (check one) to be a conversion of:

                              Interest period
                               MATURITY DATE             AMOUNT
Base Rate Loan
US Dollar                           N/A         US  $__________

Eurodollar Rate
Loan                              _______       US  $__________


                    Conversion (US Term Loan Facility)

Segment no 9 or 10 above (check one) to be a conversion of:

                              Interest period
                               MATURITY DATE             AMOUNT
Base Rate Loan
US Dollar                           N/A         US  $__________

Eurodollar Rate
Loan                              _______       US  $__________

____________________________

(1)       For any Eurodollar Rate  Loan  or Segment, one, two, three or six
     months; for Bankers' Acceptances from 30 to 364 days.
(2)  Must be US $500,000 (CAN $500,000 per  Lender if Bankers' Acceptances)
     or if greater an integral multiple of US $100,000 (CAN $100,000 in the
     case of Bankers' Acceptances), unless a Base Rate Refunding Loan.
(3)  At least three (3) Business Days later if  a  Eurodollar  Rate Loan or
     Eurodollar  Rate  Segment, or two (2) Business Days later if  Bankers'
     Acceptances.

[NAME OF BORROWER]

                         BY:

                              Authorized Representative

                         DATE:



                                    G-1



<PAGE>




                                EXHIBIT G-1

                     Form of US Revolving Credit Note

                              Promissory Note
                      (US Revolving Credit Facility)

US $______________                                          ,



     FOR  VALUE RECEIVED, each of CONSOLTEX (USA) INC., THE BALSON-HERCULES
GROUP LTD., LINQ INDUSTRIAL FABRICS, INC. and CONSOLTEX MEXICO S.A. de C.V.
(the   "Borrowers"),    hereby   promise   to   pay   to   the   order   of
_______________________________________________   (the  "Lender"),  in  its
individual capacity, at the office of BANK OF AMERICA,  N.A.,  as agent for
the US Revolving Credit Facility Lenders (the "US Agent"), located  at  One
Independence  Center,  101  North  Tryon  Street, NC1-001-15-04, Charlotte,
North Carolina 28255 (or at such other place  or places as the US Agent may
designate in writing) at the times set forth in  the  Amended  and Restated
Credit  Agreement dated as of October 25, 1999 among Consoltex Group  Inc.,
Consoltex  Inc. and the Borrowers, the financial institutions party thereto
(collectively, the "Lenders") and each of the US Agent and National Bank of
Canada, as the  Canadian  Agent (the "Agreement"; all capitalized terms not
otherwise defined herein shall  have  the  respective meanings set forth in
the  Agreement),  in  lawful money of the  United  States  of  America,  in
immediately available funds,  the  principal  amount of ___________ DOLLARS
(US  $__________)  or, if less than such principal  amount,  the  aggregate
unpaid principal amount of all US Revolving Credit Loans made by the Lender
to the Borrowers pursuant to the Agreement and outstanding on the Revolving
Credit Termination Date,  and  to  pay interest from the date hereof on the
unpaid principal amount hereof, in like money, at said office, on the dates
and at the rates provided in ARTICLES  III AND IV of the Agreement.  All or
any portion of the principal amount of Loans  may be prepaid as provided in
the Agreement.

     If payment of all sums due hereunder is accelerated under the terms of
the Agreement or under the terms of the other Loan  Documents  executed  in
connection  with  the  Agreement,  the  then remaining principal amount and
accrued but unpaid interest shall bear interest  which  shall be payable on
demand at the rates per annum set forth in SECTION 5.9(C) of the Agreement.
Further,  in  the  event  of  such  acceleration,  this  Note shall  become
immediately  due  and  payable,  without presentation, demand,  protest  or
notice of any kind, all of which are hereby waived by the Borrowers.

     In  the  event  this Note is not  paid  when  due  at  any  stated  or
accelerated maturity,  each  Borrower  agrees  to  pay,  in addition to the
principal  and  interest due hereunder, all costs of collection,  including
reasonable attorneys'  fees,  on the terms set forth in SECTION 14.5 of the
Agreement.

     Interest hereunder shall be  computed as provided in SECTION 5.9(B) of
the Agreement.

This Note is one of the Notes relating  to the US Revolving Credit Facility
referred to in the Agreement and is issued pursuant to, and entitled to the
benefits and security provided for under,  the Agreement to which reference
is hereby made for a more complete statement  of  the  terms and conditions
upon which the US Revolving Credit Loans evidenced hereby  were or are made
and are to be repaid.  This US Revolving Credit Note is subject  to certain
restrictions on transfer or assignment as provided in the Agreement.

     Each  Borrower  hereby waives to the full extent permitted by law  the
benefits of all provisions of law for stay or delay of execution or sale of
property or other satisfaction  of judgment against any Borrower on account
of liability hereon until judgment be obtained and execution issues against
any other Borrower and returned satisfied  or until it can be shown that no
other Borrower had any property available for  the satisfaction of the debt
evidenced by this instrument, or until any other  proceedings  can  be  had
against  any  Borrower.   Protest,  notice  of protest, notice of dishonor,
diligence or any other formality are hereby waived  by  all  parties  bound
hereon.

     This Note shall be governed by, and construed in accordance with,  the
laws of the State of New York.


<PAGE>


IN  WITNESS  WHEREOF,  the  Borrowers  have  caused  this  Note to be made,
executed and delivered by its duly authorized representative as of the date
and year first above written, all pursuant to authority duly granted.


                                   CONSOLTEX (USA) INC.

                                   By:

                                   Name:

                                   Title:



                                   THE BALSON-HERCULES GROUP LTD.

                                   By:

                                   Name:

                                   Title:



                                   LINQ INDUSTRIAL FABRICS, INC.

                                   By:

                                   Name:

                                   Title:



                                   CONSOLTEX MEXICO S.A. de C.V.

                                   By:

                                   Name:

                                   Title:



<PAGE>


                                EXHIBIT G-2

                           Form of US Term Note

                              Promissory Note
                          (US Term Loan Facility)

US $________________                                   ,


                                                            ,



     FOR  VALUE  RECEIVED,  EACH  OF  LINQ  INDUSTRIAL  FABRICS,  INC.  and
CONSOLTEX  MEXICO, S.A. de C.V. (the "Borrowers"), hereby promise to pay to
the  order of  _________________________________  (the  "Lender"),  in  its
individual  capacity,  at the office of BANK OF AMERICA, N.A., as agent for
the  US  Term Loan Facility  Lenders  (the  "US  Agent"),  located  at  One
Independence  Center,  101  North  Tryon  Street, NC1-001-15-04, Charlotte,
North Carolina 28255 (or at such other place  or places as the US Agent may
designate in writing) on each of the principal  repayment installment dates
set forth in SECTION 2.3 of, and on the Term Loan Termination Date referred
to in, the Amended and Restated Credit Agreement  dated  as  of October 25,
1999 among Consoltex Group Inc., Consoltex Inc., Consoltex (USA)  Inc., The
Balson-Hercules  Group  Ltd.  and the Borrowers, the financial institutions
party thereto (collectively, the  "Lenders")  and  each  of  the  Agent and
National  Bank  of  Canada,  as  the  Canadian  Agent (the "Agreement"; all
capitalized terms not otherwise defined herein shall  have  the  respective
meanings set forth in the Agreement), in lawful money of the United  States
of  America,  in  immediately  available  funds,  the  principal  amount of
_____________________   DOLLARS  (US  $______________)  on  the  Term  Loan
Termination Date, and to  pay  interest  from the date hereof on the unpaid
principal amount hereof, in like money, at said office, on the dates and at
the  rates provided in ARTICLES II AND V of  the  Agreement.   All  or  any
portion  of the principal amount of Loans may be prepaid as provided in the
Agreement.

     If payment of all sums due hereunder is accelerated under the terms of
the Agreement  or  under  the terms of the other Loan Documents executed in
connection with the Agreement,  the  then remaining principal amount hereof
and accrued but unpaid interest thereon  shall bear interest which shall be
payable on demand at the rates per annum set forth in SECTION 5.9(C) of the
Agreement.  Further, in the event of such  acceleration,  this  Note  shall
become  immediately  due and payable, without presentation, demand, protest
or notice of any kind, all of which are hereby waived by the Borrowers.

     In the event this  Note  is  not  paid  when  due  at  any  stated  or
accelerated  maturity,  each  Borrower  agrees  to  pay, in addition to the
principal  and  interest due hereunder, all costs of collection,  including
reasonable attorneys'  fees,  on the terms set forth in SECTION 14.5 of the
Agreement.

     Interest hereunder shall be  computed as provided in SECTION 5.9(B) of
the Agreement.

This  Note  is one of the Notes relating  to  the  US  Term  Loan  Facility
referred to in  the Agreement and is issued pursuant to and entitled to the
benefits and security  of  the  Agreement to which reference is hereby made
for a more complete statement of the terms and conditions upon which the US
Term Loan evidenced hereby was made and is to be repaid.  This US Term Note
is subject to certain restrictions on transfer or assignment as provided in
the Agreement.

     Each Borrower hereby waives  to  the  full extent permitted by law the
benefits of all provisions of law for stay or delay of execution or sale of
property or other satisfaction of judgment against  any Borrower on account
of liability hereon until judgment be obtained and execution issues against
any other Borrower and returned satisfied or until it  can be shown that no
other Borrower had any property available for the satisfaction  of the debt
evidenced  by  this instrument, or until any other proceedings can  be  had
against any Borrower.   Protest,  notice  of  protest,  notice of dishonor,
diligence  or  any other formality are hereby waived by all  parties  bound
hereon.

     This Note shall  be governed by, and construed in accordance with, the
laws of the State of New York.


<PAGE>


IN WITNESS WHEREOF, the Borrowers have caused this US Term Note to be made,
executed and delivered by its duly authorized representative as of the date
and year first above written, all pursuant to authority duly granted.


                              LINQ INDUSTRIAL FABRICS, INC.

                              By:

                              Name:

                              Title:



                              CONSOLTEX MEXICO, S.A. de C.V.

                              By:

                              Name:

                              Title:



<PAGE>


                                EXHIBIT G-3

                            Form of Term B Note

                              Promissory Note
                          (Term B Loan Facility)

US $43,000,000                                        _______________, 1999


     FOR  VALUE  RECEIVED,  CONSOLTEX  (USA), INC. (the "Borrower"), hereby
promises  to  pay  to  the order of _________________________________  (the
"Lender"), in its individual  capacity,  at  the office of BANK OF AMERICA,
N.A.  as  agent  for  the Term B Loan Facility Lenders  (the  "US  Agent"),
located at One Independence  Center, 101 North Tryon Street, NC1-001-15-04,
Charlotte, North Carolina 28255 (or at such other place or places as the US
Agent  may designate in writing)  on  the  Term  B  Loan  Termination  Date
referred  to  in,  the  Amended  and  Restated Credit Agreement dated as of
October  25, 1999 among Consoltex Group  Inc.,  Consoltex  Inc.,  Consoltex
Mexico S.A.  de  C.V., Consoltex (USA) Inc., The Balson-Hercules Group Ltd.
and LINQ Industrial Fabrics, Inc., the financial institutions party thereto
(collectively, the  "Lenders")  and  each of the Agent and National Bank of
Canada, as the Canadian Agent (as from  time  to time amended, supplemented
or replaced, the "Agreement"; all capitalized terms  not  otherwise defined
herein shall have the respective meanings set forth in the  Agreement),  in
lawful  money  of  the  United  States of America, in immediately available
funds,   the   principal  amount  of  FORTY-THREE   MILLION   DOLLARS   (US
$43,000,000.00)  on  the  Term B Loan Termination Date, and to pay interest
from the date hereof on the  unpaid principal amount hereof, in like money,
at said office, on the dates and  at the rates provided in ARTICLES IIA AND
V of the Agreement.  All or any portion  of  the principal amount of Term B
Loan may be prepaid as provided in the Agreement.

     If payment of all sums due hereunder is accelerated under the terms of
the Agreement or under the terms of the other  Loan  Documents  executed in
connection  with the Agreement, the then remaining principal amount  hereof
and accrued but  unpaid interest thereon shall bear interest which shall be
payable on demand at the rates per annum set forth in SECTION 5.9(C) of the
Agreement.  Further,  in  the  event  of such acceleration, this Note shall
become immediately due and payable, without  presentation,  demand, protest
or notice of any kind, all of which are hereby waived by the Borrower.

     In  the  event  this  Note  is  not  paid  when  due at any stated  or
accelerated  maturity,  the  Borrower  agrees  to pay, in addition  to  the
principal and interest due hereunder, all costs  of  collection,  including
reasonable attorneys' fees, on the terms set forth in SECTION 14.5  of  the
Agreement.

     Interest  hereunder shall be computed as provided in SECTIONS 2A.7 and
5.9(B) of the Agreement.

This Note is one of the Notes relating to the Term B Loan Facility referred
to in the Agreement  and is issued pursuant to and entitled to the benefits
and security of the Agreement  to which reference is hereby made for a more
complete statement of the terms  and  conditions upon which the Term B Loan
evidenced hereby was made and is to be  repaid.   This  Note  is subject to
certain   restrictions  on  transfer  or  assignment  as  provided  in  the
Agreement.

     The Borrower  hereby  waives  to  the full extent permitted by law the
benefits of all provisions of law for stay or delay of execution or sale of
property or other satisfaction of judgment  against the Borrower on account
of  liability  hereon.   Protest, notice of protest,  notice  of  dishonor,
diligence or any other formality  are  hereby  waived  by all parties bound
hereon.

     This Note shall be governed by, and construed in accordance  with, the
laws of the State of New York.

     IN  WITNESS  WHEREOF,  the  Borrower  has caused this Note to be made,
executed and delivered by its duly authorized representative as of the date
and year first above written, all pursuant to authority duly granted.

CONSOLTEX (USA), INC.

By:

Name:

Title:


By:

Name:

Title:




                                    H-1



<PAGE>




                                 EXHIBIT H

                   Form of Opinion of Borrowers' Counsel



                                    I-1



<PAGE>




                                 EXHIBIT I

                      Form of Compliance Certificate



                                    J-1



<PAGE>




                                 EXHIBIT J

                   Form of Second Amendment to Mortgage



<PAGE>




                             SCHEDULE 11.4(G)

Liens,  each  securing Indebtedness permitted under SECTION 11.5(P), on (i)
the receivables  arising  from  sales  to  customers  in  the United States
pursuant  to factoring agreements with each of (w) SunTrust  Bank,  Atlanta
(formerly Trust  Company Bank), (x) BNY Financial Corporation (as successor
in interest by assignment  to  Midlantic  Commercial  Co.,  a  division  of
Midlantic  Bank,  N.A.),  (y)  NationsBanc Commercial Corporation (formerly
Citizens   and  Southern  Commercial   Corporation)   and   (z)   The   CIT
Group/Commercial  Servicers,  Inc.  (collectively,  the "Factors"), as such
factoring agreements may be amended from time to time,  (ii)  all  goods or
merchandise  represented  by  such  receivables  which  are  returned by or
repossessed,  recovered  or reclaimed from customers of Consoltex  Inc.  or
others; (iii) all proceeds derived directly or indirectly from any dealings
with any or the whole of the  foregoing  and  (iv)  all  moneys owed by the
Factors to Consoltex Inc.

<PAGE>