AMENDED EMPLOYMENT CONTRACT


            AMENDED  EMPLOYMENT  CONTRACT  ("Contract") dated as of May 1, 2000,
among WILLCOX & GIBBS, INC. ("Willcox & Gibbs"), a Delaware corporation,  and WG
APPAREL,  INC. ("WG  Apparel"),  a Delaware  corporation  (collectively  "WG" or
"Employer"),  both of whose business address is 900 Milik Street,  Carteret, New
Jersey, and JOHN K. ZIEGLER,  SR., whose address is 43 Huron Drive, Chatham, New
Jersey 07928 ("Employee").

            WG desires to engage  Employee to perform  services as an  executive
officer of WG and Employee  desires to perform such  services,  on the terms and
conditions hereinafter set forth.

            Accordingly, WG and Employee agree as follows:

      1.    TERM.

            Subject  to the  terms  hereof,  the  term  of this  Contract  shall
commence as of the  Effective  Date (as defined in the "Plan") of the Joint Plan
of Reorganization of Willcox & Gibbs, Inc. and Certain  Subsidiaries dated as of
December 22, 1999,  as the same may be amended prior to  confirmation  ("Plan"),
and shall  continue for a term of one year,  and shall be renewed for successive
one-year  terms (all of which shall be referred to as the  "Employment  Period")
unless either party  provides  written notice of nonrenewal no less than 90 days
from the expiration of any term.  This Contract amends and restates in full that
certain  Employment  Contract between WG Apparel and John Ziegler dated June 27,
1994 (the  "Original  Contract")  by replacing  the Original  Contract  with the
Contract.

      2.    NATURE OF SERVICES.

            During the  Employment  Period,  Employee shall be employed by WG as
Chairman  of the Board and Chief  Operating  Officer  of  Willcox & Gibbs and WG

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Apparel (the  "Position").  Employee shall be subject to the policy direction of
the Boards of  Directors of Willcox & Gibbs and WG Apparel  (the  "Boards").  He
shall oversee all aspects of the operation of WG's business  consistent with the
Position, and shall perform such responsibilities and duties consistent with the
Position  as may  reasonably  be  requested  of him,  from time to time,  by the
Boards.

      3.    EMPLOYEE OBLIGATIONS.

            Employee  shall  devote  substantially  all his  business  time  and
efforts to the  performance  of his duties under this Contract and shall observe
faithfully and carry out all of the duties and responsibilities customarily owed
by an employee to his employer.

      4.    SALARY.

            Employee's  salary  during the  Employment  Period  shall be fixed
from time to time by the  Boards,  but shall  not be less  than  $250,000  per
annum, payable in equal installments no less frequently than monthly.

      5.    INCENTIVE COMPENSATION.

            Employee shall be entitled to receive Incentive  Compensation during
the  Employment  Period  pursuant to WG's  Incentive  Compensation  Plan for Key
Employees ("WG Plan").  In accordance  with the terms of the WG Plan,  incentive
compensation  awards will be paid,  if at all, no later than March 31  following
the end of each year,

      6.    EXPENSES; VACATIONS; FRINGE BENEFITS.

            During  the  Employment   Period,   Employee   shall  receive:   (i)
reimbursement  for  travel,  entertainment  and other  expenses  incurred in the
performance of his duties in accordance with WG's standard policies as in effect
from time to time;  (ii)  vacations  with pay in  accordance  with WG's  regular
procedures  governing  executives,  but no less than four weeks per year;  (iii)
participation in such employee compensation, pension, health, welfare and fringe

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benefit plans and programs as from time to time may be extended  generally to WG
executives,  provided that the medical and hospital  insurance benefits extended
to Employee shall be at least equal to those  benefits  provided to him prior to
the effective date of this Contract;  (iv)  participation  in WG's  Supplemental
Death and Retirement Plan; (v) use of an automobile comparable to that presently
being used by WG executives; and (vi) such additional compensation,  in the form
of incentive  compensation  or  otherwise,  and such  participation  in WG stock
option, stock award, stock purchase or other stock plans, as the Boards may from
time to time provide.

      7.    NON-COMPETITION.

            During the Employment  Period and for a period of one year after the
end  of  the  Employment  Period,  Employee  shall  not  personally  conduct  or
participate in any activity which is directly  competitive  with the business of
WG or any subsidiary or other affiliate thereof or any successor to or assign of
the rights of WG or any  subsidiary or affiliate  thereof,  either in the United
States or in any area outside the United  States where such  businesses  are now
conducted.  Notwithstanding the foregoing, Employee shall be permitted to own an
interest  in any public  company  which is engaged  in such  activity,  provided
Employee  is not  part of any  control  group  of such  company  and  Employee's
ownership  interest in such  company is less than five  percent  (5%).  Employee
acknowledges  that the  restrictions,  prohibitions and other provisions of this
Section 7 are reasonable,  fair and equitable in scope, terms and duration,  are
necessary to protect the legitimate  business interests of WG and are a material
inducement to WG to enter into this Contract. It is the intention of the parties
hereto that the  restrictions  contained in this paragraph be enforceable to the
fullest extent permitted by applicable law.  Therefore,  to the extent any court
of competent  jurisdiction  shall  determine  that any portion of the  foregoing
restrictions is excessive, such provision shall not be entirely void, but rather
shall be limited or revised only to the extent necessary to make it enforceable.

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      8.    PATENTS; INVENTIONS.

            All  of  Employee's  interest  in  patents,   patent   applications,
inventions,  technological innovations,  copyrights,  developments and processes
now or  hereafter  during the  Employment  Period owned or developed by Employee
relating to the business of WG or any subsidiary or other affiliate shall belong
to WG; and without  further  compensation,  but at WG's expense,  forthwith upon
request of WG,  Employee  shall execute any and all such  assignments  and other
documents and take any and all such other action as WG may reasonably request in
order to vest in WG all  Employee's  right,  title and  interest  in and to such
patents, patent applications, inventions, technological innovations, copyrights,
developments or processes, free and clear of liens, charges and encumbrances.

      9.    CONFIDENTIAL INFORMATION.

            All  confidential  information  which  Employee  may now have or may
obtain  during the  Employment  Period  relating  to the  business  of WG or any
subsidiary or other  affiliate of WG shall not be disclosed to any other persons
either during or after the  termination  of the  Employment  Period  without the
prior written  permission of WG, and Employee shall return all tangible evidence
of such  confidential  information  to WG prior to or at the  termination of the
Employment Period. Such information shall not include any information  otherwise
publicly known.

      10.   TERMINATION.

            (a)  VOLUNTARY  TERMINATION.  Employee may leave the employ of WG at
any time during the Employment Period for any reason;  provided,  however,  that
Employee  shall  provide WG with at least 30 days prior  written  notice of such
voluntary  termination  and  continue  to perform  his duties  during the 30-day
notice period. If Employee voluntarily terminates his employment, Employer shall
pay Employee's  salary until the end of the 30-day notice period and shall pay a

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portion of the Incentive Compensation to which Employee would have been entitled
for the calendar year in which such  termination is effective,  pro-rated to the
effective date of such termination. Employer shall have no further obligation to
pay any other  compensation  or provide any other  benefits  other than those to
which Employee may be entitled  pursuant to WG's plans and programs in effect at
that time; provided,  however,  that any medical and hospital insurance benefits
to which  Employee  may be  entitled  shall  be at  least  at the same  level as
required under clause (iii) of Section 6 hereof.

            (b) TERMINATION WITH CAUSE. WG may terminate  Employee's  employment
for Cause at any time. "Cause" shall mean any one or more of the following:  (i)
Employee's  conviction  of any  Crime  (as that term is  defined  herein),  or a
pleading of "no contest" or guilty to such a Crime;  (ii)  Employee  engaging in
intentional  fraud or  embezzlement  against  WG; or (iii)  Employee's  material
breach of any provision of this Contract,  provided that if the act constituting
Cause is a material  breach of any  provision of this  Contract (and is not also
described in clause (i) or (ii) of this sentence),  then no such breach shall be
considered  to be "Cause" if Employee  cures such breach within thirty days from
the  time  Employee  is  given  notice  thereof.  If  Employee's  employment  is
terminated for Cause,  Employer shall pay Employee's  salary until the effective
date of termination of employment.  Employer shall have no further obligation to
pay any other  compensation  or provide any other  benefits  other than those to
which Employee may be entitled  pursuant to WG's plans and programs in effect at
that time; provided,  however,  that any medical and hospital insurance benefits
to which  Employee  may be  entitled  shall  be at  least  at the same  level as
required under clause (iii) of Section 6 hereof.  For purposes of this Contract,
"Crime" shall mean: (i) any first,  second or third degree offense under the New
Jersey Code of Criminal Justice (the "NJCCJ"); or (ii) any felony under Title 18

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of United States Code; or (iii) an offense against a jurisdiction other than New
Jersey  or the  United  States  equivalent  in  kind  and  punishment  to  those
identified in clauses (i) or (ii) of this sentence.

            (c)  TERMINATION   WITHOUT  CAUSE.   WG  may  terminate   Employee's
employment  without  Cause at any time with 90 days' prior written  notice.  Any
Termination  without Cause shall be effective only upon expiration of the 90-day
notice period.  During the 90-day notice period,  Employer shall continue paying
Employee's  salary,  and at the sole  discretion of WG, Employee may continue to
perform the duties of the Position or he may cease  performing  such duties.  At
the end of such  90-day  notice  period,  Employer  shall pay a  portion  of the
Incentive  Compensation  to which  Employee  would  have been  entitled  for the
calendar year in which such termination is effective, pro-rated to the effective
date of such Termination without Cause. No later than 30 days from the effective
date of any such  Termination  without Cause,  WG shall provide  Employee with a
lump sum severance payment equal to one year's salary at the rate then in effect
minus any applicable  withholding  taxes. In addition,  for a period of one year
after the effective date of such Termination without Cause, WG shall continue to
provide or pay: (a) the applicable premiums for all employee health, welfare and
fringe  benefits  provided to Employee  under  clause  (iii) of Section 6 hereof
prior to the effective date of such  Termination  without Cause, and (b) the use
of an  automobile  pursuant  to clause  (v) of  Section 6 hereof.  The  benefits
provided under clauses (a) and (b) of the previous sentence shall be at the same
level of coverage in effect on the  Effective  Date and in  accordance  with the
same terms as those that would have  applied  but for such  Termination  without
Cause.  Upon the expiration of such one-year period,  Employee shall be entitled
to elect  continuation  health insurance  coverage  pursuant to the Consolidated
Omnibus  Budget  Reconciliation  Act  ("COBRA").  Employer shall have no further
obligation  to pay any other  compensation  or provide any  benefits  other than

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those to which  Employee may be entitled  pursuant to WG's plans and programs in
effect  on the  effective  date  of any  Termination  without  Cause;  provided,
however,  that any medical and hospital insurance benefits to which Employee may
be entitled, during both the one-year period after Termination without Cause and
during the COBRA period,  shall be at least at the same level as required  under
clause (iii) of Section 6 hereof.

            (d) DEATH OR  DISABILITY.  In the event of  Employee's  death,  this
Contract and all of WG's  obligations  pursuant hereto shall  terminate  without
notice.  In the event of Employee's  disability that prevents his performance of
the duties and obligations set forth in this Contract with or without reasonable
accommodation  for a period of 180  consecutive  or  nonconsecutive  days in any
12-month  period,  WG may terminate his  employment  upon 30 days' prior written
notice.  In the event of termination due to death or disability,  Employer shall
pay Employee's  salary until the date of  termination,  and Employer shall pay a
portion of the Incentive Compensation to which Employee would have been entitled
for the calendar year in which such  termination is effective,  pro-rated to the
effective date of such termination. Employer shall have no further obligation to
pay any other  compensation  or provide any other  benefits  other than those to
which Employee may be entitled  pursuant to WG's plans and programs in effect at
that time; provided,  however,  that any medical and hospital insurance benefits
to which  Employee  may be  entitled  shall  be at  least  at the same  level as
required under clause (iii) of Section 6 hereof.

            (e)  COMPENSATION  UPON  NONRENEWAL.  In the event Employer does not
renew this Contract pursuant to Section 1 hereof, Employer shall continue paying
Employee's  salary until the end of the term and  Employer  shall pay Employee a
portion of the Incentive Compensation to which Employee would have been entitled

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for the calendar year in which such  termination is effective,  pro-rated to the
effective date of such termination. No later than 30 days from the expiration of
the term without  renewal,  WG shall provide  Employee with a lump sum severance
payment  equal to one year's salary at the rate then in effect.  Employer  shall
have no further  obligation to pay any other  compensation  or provide any other
benefits  other than those to which  Employee  may be entitled  pursuant to WG's
plans and programs in effect at that time  provided,  however,  that any medical
and hospital  insurance  benefits to which  Employee may be entitled shall be at
least at the same level as required under clause (iii) of Section 6 hereof.

      11.   ENTIRE AGREEMENT; SEVERABILITY.

            This  Contract  sets forth the entire  understanding  of the parties
with respect to the subject  matter herein and may be modified only by a written
instrument duly executed by each party.  The invalidity or  unenforceability  of
any provision of this Contract  shall not affect the validity or  enforceability
of any other provision.

      12.   NOTICES.

            Any notice or other communication  required or permitted to be given
hereunder  shall be in writing and mailed by  registered  mail,  return  receipt
requested,  or delivered against receipt to the party to which it is to be given
at the address of such party  first above set forth or to such other  address as
the party shall have  furnished in writing in accordance  with the provisions of
this Section 12. Any notice or other  communication  mailed by  registered  mail
shall be deemed received three days after mailing.

      13.   ASSIGNMENT.

            In  the  event  of a  future  disposition  or  transfer  of  all  or
substantially all of the properties or business of WG, by merger, consolidation,
sale of stock or  assets  or  otherwise,  a  condition  of such  disposition  or
transfer  shall be the  assignment  of this  Contract  and all of its rights and

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obligations  hereunder to the transferee or surviving entity.  Such entity shall
assume in writing all of the  obligations  of WG hereunder;  provided,  however,
that WG shall remain liable for the performance of its obligations  hereunder in
the event of any failure by the  transferee  or surviving  entity to perform its
obligations.  Employee's rights under this Contract shall not be transferable by
assignment or otherwise,  shall not be subject to commutation or encumbrance and
shall not be subject to the claims of Employee's creditors.

      14.   BINDING EFFECT; INUREMENT.

            This  Contract  shall be binding upon and inure to the benefit of WG
and its successors and those who are its assigns under Section 13.

      15.   GOVERNING LAW.

            This Contract shall be governed by and construed in accordance  with
the laws of the State of New Jersey,  without giving effect to conflict of laws.
Any action to enforce the terms of this  Contract  shall be brought in the state
or federal courts in the State of New Jersey.


                           - SIGNATURE PAGE FOLLOWS -

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            IN WITNESS WHEREOF,  the parties have duly executed this Contract as
of the date first above written.

                                    WILLCOX & GIBBS, INC.



                                    By:______________________________

                                    WG APPAREL, INC.



                                    By:______________________________

                                    JOHN K. ZIEGLER, SR.