EXHIBIT 10.34

                                                        MCF's Taxpayer
                                                   Identification No. 57-0879569

                           SECOND AMENDED AND RESTATED
                                    TERM LOAN
                                 PROMISSORY NOTE

$36,310,000.00
                                                              December 16, 1996
                                                       Columbia, South Carolina

       FOR VALUE RECEIVED,  MARTIN COLOR-FI,  INC., a South Carolina corporation
("MCF"),  STAR FIBERS CORP., a special purpose South Carolina corporation ("Star
Fibers"), CUSTOM COLORANTS,  INC., a South Carolina corporation ("CC"), BUCHANAN
INDUSTRIES,  INC., a South Carolina  corporation  ("BI"),  and PALMETTO SPINNING
CORPORATION,  a South Carolina  corporation ("PS") (MCF, Star Fibers, CC, BI and
PS 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. as successor to NATIONSBANK,  NATIONAL ASSOCIATION (CAROLINAS)
and to  NATIONSBANK  OF SOUTH  CAROLINA,  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 THIRTY-SIX  MILLION
THREE HUNDRED TEN THOUSAND AND NO/100 DOLLARS  ($36,310,000.00)  under the terms
and conditions of this second amended and restated  revolving credit  promissory
note (the  "Note")  and in  accordance  with that  certain  Second  Amended  and
Restated  Revolving  Credit  Promissory  Note by and between  Borrowers and Bank
dated of even date (as further amended or modified, the "Loan Agreement").  This
Note is  secured by 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. 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.

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 or
the following, as calculated and established on each Determination Date:

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       (i)    During such 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 fifty (250) 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 twenty-five (225) basis points.

              Provided,  however,  during  the  period  of  time  (y)  prior  to
              Borrowers  entering into a Swap Agreement;  or (y) after Borrowers
              terminate   or  modify  the  Swap   Agreement,   interest  on  the
              outstanding  principal of the Revolving  Credit Loan shall accrue,
              during each Interest Period,  at the lesser of the Prime Rate plus
              one- eight of one percent (0.125%) or the following, as calculated
              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 sixty-five (265) 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 forty (240) 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. On the twelfth (12th) day
of each month,  commencing on January 12, 1996, during the term of the Term Loan
as  evidenced  by this Note,  equal  installments  in principal in the amount of
$300,000 plus all accrued but unpaid  interest shall be due and payable,  with a
final payment of all outstanding  principal plus all accrued but unpaid interest
due and  payable  June 2, 1999.  Additionally,  on or before the  earlier of (i)
thirty (30) days after receipt by Bank of Borrowers'  annual  audited  financial
statements  required  to be  delivered  pursuant  to section  7.1(i) of the Loan
Agreement,  or (ii)  July 30th of each year  during  the term of the Term  Loan,
Borrowers shall make an additional payment (each, an "Income Recapture Payment")
equal to  twenty-five  percent  (25%) of  Borrowers  consolidated  net income as
reflected  on  such  audited  financial  statement  or as  estimated  by Bank if
Borrowers have not received such statement. So long as no Event of Default shall
have occurred or is continuing,  each Income Recapture  Payment shall be applied
to  principal  outstanding  under  the Term Loan  evidenced  by this Note in the
inverse order of schedule maturities.  Borrowers, however, shall not be required
to make an Income  Recapture  Payment in a year when,  based on the then current
audited financial statements of Borrowers for the fiscal year ending immediately
preceding such year, the Leverage Ratio is less than or equal to 1.75 to 1.00.

       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;  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  Term  Loan in whole or in part;
provided, any such prepayment shall be applied to principal in the inverse order
of scheduled  maturities,  and, provided,  further,  any prepayments of the Term
Loan with  proceeds of a loan or private  placement  from a banking  institution
other  than  Bank,  with  the  term  "banking   institutions"   to  exclude  The
Robinson-Humphrey   Company  and  similar   brokerage  firms  not  connected  or
affiliated  with the banking  institutions)  must be accompanied by a prepayment
premium  calculated as follows:  (1) Two percent (2.0%) of the principal  amount
prepaid if the prepayment occurs on or before July 19, 1995; and (2) One percent
(1.0%) of the principal  amount prepaid if the prepayment  occurs after July 14,
1996  but  before  July  14,  1997.  Notwithstanding  anything  to the  contrary
contained above, Borrowers shall not be obligated to pay any prepayment premiums
in  connection  with  prepayments  of the Term Loan made after a merger or other
business combination involving the Borrowers the result of which is that none of
the Borrowers is the surviving entity.

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       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 Term  Loan may be  applied  by the Bank to late  charges,  expenses,  costs,
interest,  principal and other amounts owing to the Bank in connection  with the
Term Loan 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  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.

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       (A) SPECIAL  RULES.  THE  ARBITRATION  SHALL BE  CONDUCTED IN THE CITY OF
BORROWER'S  DOMICILE 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  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.

       Amendment and Modification.  This Note is intended to be amendment to and
restatement  of that certain Term Loan  Promissory  Note dated July 14, 1994 and
that certain  Amended and  Restated  Term Loan  Promissory  Note dated August 9,
1995,  and it is the intent of the parties  that this Note be  construed as such
and not as a novation.

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

WITNESSES:                          MARTIN COLOR-FI, INC.              (SEAL)
                                    STAR FIBERS CORP.                  (SEAL)
                                    CUSTOM COLORANTS, INC.             (SEAL)
                                    BUCHANAN INDUSTRIES, INC.           (SEAL)
                                   PALMETTO SPINNING CORPORATION



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