MCF's Taxpayer
                                                           Identification No.
                                                                   57-0879569
                            OVERLINE PROMISSORY NOTE

$2,500,000.00
                                                                  March 4, 1998
                                                       Columbia, South Carolina


         FOR VALUE RECEIVED, MARTIN COLOR-FI, INC., a South Carolina corporation
("MCF"),  STAR FIBERS CORP., a South Carolina special purpose corporation ("Star
Fibers") and BUCHANAN  INDUSTRIES,  INC., a South  Carolina  corporation  ("BI")
(MCF,  Star  Fibers and BI are  individually  or  collectively,  as the  context
requires,  referred to as  "Borrower"  or  "Borrowers"),  jointly and  severally
promise to pay to the order of NATIONSBANK, N.A., a national banking association
("Bank") at its offices in Columbia,  South  Carolina (or at such other place or
places as the Bank may  designate)  the  principal sum of up to TWO MILLION FIVE
HUNDRED  THOUSAND  AND  NO/100  DOLLARS  ($2,500,000.00)  under  the  terms  and
conditions of this Overline  Promissory Note (the "Note") and in accordance with
that  certain  Fourth  Amended and Restated  Loan and Security  Agreement by and
between Borrowers and Bank dated as of September 30, 1997 (as further amended or
modified,  the "Loan  Agreement").  This Note is  secured  by  perfected,  first
priority  liens on all of Borrowers'  assets  pursuant inter alia to various (i)
Security  Agreements dated as of July 14, 1994 and August 9, 1995  (collectively
as amended or modified,  the "Security  Agreements")  (ii)  Mortgages,  Deeds to
Secure Debts, Security Deeds and other instruments dated as of July 14, 1994 and
August  9,  1995   (collectively,   as  amended  or  modified,   the   "Mortgage
Instruments"); and (iii) other agreements by and between Borrowers and Bank. All
of the terms,  conditions  and  covenants  of the Loan  Agreement,  the Security
Agreements and the Mortgage  Instruments  are expressly made a part of this Note
by  reference in the same manner and with the same effect as if set forth herein
at length  and any  holder  of this  Note is  entitled  to the  benefits  of and
remedies provided in the Loan Agreement,  the Security Agreements,  the Mortgage
Instruments and other  agreements by and between the Borrowers and the Bank. The
Bank  shall  advance  funds  under the  Overline  evidenced  by this Note to the
Borrowers  pursuant  to the terms of the Loan  Agreement.  Any Event of  Default
under the Loan Agreement is an Event of Default under the terms of this Note.

         Definitions.  As used herein:

         "Leverage  Ratio"  shall mean the ratio that (total  liabilities  minus
         Subordinated   Indebtedness)   BEARS  TO   (Tangible   Net  Worth  plus
         Subordinated  Indebtedness),  as such are computed in  accordance  with
         GAAP.

         "Prime Rate" shall mean the fluctuating rate of interest established by
         Bank from time to time,  at its  discretion,  whether  or not such rate
         shall be otherwise published.  The Prime Rate is established by Bank as
         an  index  or base  rate  and may or may not at any time be the best or
         lowest rate charged by Bank on any loan.



     ---------------------------------------------------------------------------
      THIS DOCUMENT IS SUBJECT TO THE FEDERAL ARBITRATION ACT AND THE SOUTH
    CAROLINA ARBITRATION ACT SECTION 15-48-10, ET. SEQ. CODE OF LAWS OF SOUTH
                            CAROLINA 1976 AS AMENDED
     ---------------------------------------------------------------------------


<PAGE>



All other  capitalized  terms not otherwise  defined in this Note shall have the
meaning ascribed to such term in the Loan Agreement.

         Interest.  Interest on the principal outstanding evidenced by this Note
shall accrue, during each Interest Period, at the lesser of the Prime Rate minus
one-eighth  of  one-percent  (0.125%)  or  the  following,   as  calculated  and
established on each Determination Date:

                  (i)      During the period of time that the Leverage  Ratio is
                           greater than 2.50 to 1.00 but less than 3.00 to 1.00,
                           at a rate per annum equal to Adjusted  LIBOR plus two
                           hundred twenty-five (225) basis points; and

                  (ii)     During the period of time that the Leverage  Ratio is
                           less  than or equal  to 2.50 to  1.00,  at a rate per
                           annum equal to Adjusted  LIBOR plus two hundred (200)
                           basis points.

                  Provided,  however,  during  the  period  of time (x) prior to
                  Borrowers entering a Swap Agreement in an amount acceptable to
                  Bank; or (y) after the Swap Agreement in an amount  acceptable
                  to Bank has  been  terminated  or  modified,  interest  on the
                  outstanding  principal  evidenced  by this Note shall  accrue,
                  during each Interest  Period,  at the lesser of the Prime Rate
                  or the  following,  as  calculated  and  established  on  each
                  Determination Date:

                  (i)      During such time that the  Leverage  Ratio is greater
                           than  2.50 to 1.0 but less  than  3.00 to 1.00,  at a
                           rate per  annum  equal  to  Adjusted  LIBOR  plus two
                           hundred forty (240) basis points; and

                  (ii)     During the period of time that the Leverage  Ratio is
                           less  than or equal  to 2.50 to  1.00,  at a rate per
                           annum  equal  to  Adjusted  LIBOR  plus  two  hundred
                           fifteen (215) basis points.

Interest shall be calculated on the basis of a 360 day year and actual number of
days elapsed during each Interest Period. The most recent financial  information
delivered  to, and reviewed by, Bank in  accordance  with  subsection  7.1(i) or
7.1(j) of the Loan Agreement  will govern the  calculation of the Leverage Ratio
on each  Determination  Date for purposes of establishing  the interest rate for
each  Interest  Period.  The interest  rate shall be fixed during each  Interest
Period and shall be adjusted on each successive Determination Date.

         Repayment of Principal and Payment of Interest. Principal shall be paid
in a single  payment on June 2, 1998 and interest on the  outstanding  principal
shall be paid monthly commencing on March 12, 1998 and continuing  thereafter on
the twelfth  (12th) day of each  successive  month,  with a final payment of all
accrued but unpaid interest due and payable at the time of payment of principal.
Additionally,  Borrowers must repay  outstanding  principal in amounts and under
the terms and conditions as set forth in the Loan Agreement.

         Acceleration. If payment of all sums due hereunder is accelerated under
the terms of the Loan Agreement or if payment is not made in full at maturity of
this Note, the then  outstanding  principal and all accrued but unpaid  interest
shall bear interest at the rate  provided for  hereunder  plus four percent (4%)
per annum until such principal and interest have been paid in full;

                                        2

<PAGE>



provided,  however,  that in no event shall this or any other  provision  herein
permit the  collection  of any  interest  which would be usurious  under the law
governing this  transaction,  and if any such interest is collected,  the amount
above the  maximum  rate  permitted  by law  shall be  deemed to be a  principal
payment hereunder.

         Prepayment.  Borrowers  may prepay the Overline in whole or part at any
time without penalty or premium.

         Late  Charges.  In the event any payment of interest  or  principal  is
delinquent more than fifteen (15) days, Borrowers will pay to Bank a late charge
of four percent (4%) of the amount of the overdue  payment.  This  provision for
late  charges  shall not be deemed to extend the time for payment or be a "grace
period"  or "cure  period"  that gives the  Borrowers  a right to cure a Default
Condition, except as provided in the Loan Agreement.  Imposition of late charges
is not  contingent  upon the  giving of any  notice or lapse of any cure  period
provided for in the Loan Agreement.

         Application of Payments.  All sums received by the Bank for application
to the Overline  may be applied by the Bank to late  charges,  expenses,  costs,
interest,  principal and other amounts owing to the Bank in connection  with any
of the Loans in the order selected by the Bank in its sole discretion.

         Expenses.  In the event this Note is not paid when due at any stated or
accelerated  maturity,  Borrowers jointly and severally will pay, in addition to
principal and interest, all costs of collection, including reasonable attorneys'
fees.

         Governing  Law.  This Note  shall be  governed  by,  and  construed  in
accordance with, the laws of the State of South Carolina.

         Non-waiver.  The  failure  at any time of Bank to  exercise  any of its
options or any other rights hereunder shall not constitute a wavier thereof, nor
shall it be a bar to the  exercise  of any of its  options  or rights at a later
date.  All rights and  remedies of Bank shall be  cumulative  and may be pursued
singly,  successively or together, at the option of Bank. The acceptance by Bank
of any partial  payment shall not constitute a waiver of any Event of Default or
of any of Bank's rights under this Note or the other Loan  Documents.  No waiver
of any of its rights  hereunder,  and no modification or amendment of this Note,
shall be deemed to be made by Bank  unless  the same shall be in  writing,  duly
signed on behalf of Bank;  and each such waiver,  if any,  shall apply only with
respect to the specific instance involved, and shall in no way impair the rights
of Bank or the  obligations  of the Borrower to Bank in any other respect at any
other time.

         Partial Invalidity. The unenforceability or invalidity of any provision
of this Note shall not affect the  enforceability  or the  validity of any other
provision herein and the invalidity or unenforceability of any provision of this
Note or of the Loan Documents to any person or circumstance shall not affect the
enforceability or validity of such provision as it may apply to other persons or
circumstances.

         Jurisdiction  and Venue.  In any  litigation in  connection  with or to
enforce  this  Note or any  endorsement  or  guaranty  of this  Note or any Loan
Documents, Borrowers, irrevocably consent to and confer personal jurisdiction on
the courts of Richland County, State of South

                                        3

<PAGE>



Carolina or the United States courts located within the State of South Carolina,
and expressly  waive any  objections  as to venue in any such courts,  and agree
that  service  of  process  may be made on  Borrowers  by  mailing a copy of the
summons and complaint by registered or certified mail, return receipt requested,
to their respective addresses.  Nothing contained herein shall, however, prevent
Bank from bringing any action or exercising any rights within any other state or
jurisdiction  or  from  obtaining  personal  jurisdiction  by  any  other  means
available by applicable law.

         ARBITRATION.  ANY  CONTROVERSY  OR CLAIM  BETWEEN OR AMONG THE  PARTIES
HERETO  INCLUDING  BUT NOT  LIMITED TO THOSE  ARISING OUT OF OR RELATING TO THIS
NOTE OR ANY  RELATED  NOTES OR  INSTRUMENTS,  INCLUDING  ANY  CLAIM  BASED ON OR
ARISING FROM AN ALLEGED  TORT,  SHALL BE DETERMINED  BY BINDING  ARBITRATION  IN
ACCORDANCE  WITH  THE  FEDERAL  ARBITRATION  ACT  (OR  IF  NOT  APPLICABLE,  THE
APPLICABLE  STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR THE  ARBITRATION
OR COMMERCIAL  DISPUTES OR JUDICIAL  ARBITRATION  AND MEDIATION  SERVICES,  INC.
(J.A.M.S.)  AND THE  "SPECIAL  RULES"  SET  FORTH  BELOW.  IN THE  EVENT  OF ANY
INCONSISTENCE,  THE SPECIAL RULES SHALL CONTROL.  JUDGMENT UPON ANY  ARBITRATION
AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO THE NOTE MAY
BRING AN  ACTION,  INCLUDING  A  SUMMARY  OR  EXPEDITED  PROCEEDING,  TO  COMPEL
ARBITRATION OF ANY  CONTROVERSY OR CLAIM TO WHICH THIS NOTE APPLIES IN ANY COURT
HAVING JURISDICTION OVER SUCH ACTION.

         (A) SPECIAL RULES.  THE  ARBITRATION  SHALL BE CONDUCTED IN THE CITY OF
COLUMBIA,  SOUTH CAROLINA AT THE TIME OF THIS NOTE'S  EXECUTION AND ADMINISTERED
BY J.A.M.S.  WHO WILL APPOINT AN ARBITRATION;  IF J.A.M.S.  IS UNABLE OR LEGALLY
PRECLUDED FROM  ADMINISTERING  THE  ARBITRATION,  THEN THE AMERICAN  ARBITRATION
ASSOCIATION  WILL SERVE.  ALL ARBITRATION  HEARINGS WILL BE COMMENCED  WITHIN 90
DAYS OF THE DEMAND FOR ARBITRATION;  FURTHER,  THE ARBITRATOR SHALL ONLY, UPON A
SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR AN
ADDITIONAL 60 DAYS.

         (B) RESERVATION OF RIGHTS.  NOTHING IN THIS NOTE SHALL BE DEEMED TO (I)
LIMIT THE  APPLICABILITY OF ANY OTHERWISE  APPLICABLE  STATUTES OF LIMITATION OR
REPOSE AND ANY WAIVERS  CONTAINED IN THIS NOTE;  OR (II) BE A WAIVER BY THE BANK
OF THE  PROTECTION  AFFORDED  TO IT BY 12  U.S.C.  ss.91  OR  ANY  SUBSTANTIALLY
EQUIVALENT  STATE  LAW;  OR (III)  LIMIT  THE  RIGHT OF THE BANK  HERETO  (A) TO
EXERCISE  SELF HELP  REMEDIES  SUCH AS (BUT NOT LIMITED  TO)  SETOFF,  OR (B) TO
FORECLOSURE AGAINST ANY REAL OR PERSONAL PROPERTY  COLLATERAL,  OR (C) TO OBTAIN
FROM A COURT  PROVISIONAL  OR  ANCILLARY  REMEDIES  BEFORE,  DURING OR AFTER THE
PENDENCY OF ANY ARBITRATION  PROCEEDING  BROUGHT PURSUANT TO THIS NOTE.  NEITHER
THE EXERCISE OR SELF HELP  REMEDIES NOR THE  INSTITUTION  OR  MAINTENANCE  OF AN
ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL

                                        4

<PAGE>


CONSTITUTE  A WAIVER OF THE RIGHT TO ANY PARTY,  INCLUDING  THE CLAIMANT IN SUCH
ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM  OCCASIONING  RESORT
TO SUCH REMEDIES.

         Bind  Effect.  This note shall be binding upon and inure to the benefit
of  Borrowers  and Bank and  their  respective  successor,  assigns,  heirs  and
personal  representatives,   provided,  however,  that  no  obligations  of  the
Borrowers hereunder can be assigned without prior written consent of Bank.

         NOTICE OF FINAL AGREEMENT.  THIS WRITTEN PROMISSORY NOTE AND
ANY  OTHER  DOCUMENTS  EXECUTED  IN  CONNECTION  HEREWITH  REPRESENT  THE  FINAL
AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         IN WITNESS WHEREOF, Borrowers have caused this Note to be duly executed
under seal as of the day and year first above written.

                              [SIGNATURES OMITTED]





                                        5