1998 AMENDMENT TO THE FOURTH AMENDED AND RESTATED
                       LOAN AGREEMENT AND OTHER DOCUMENTS

         THIS 1998  AMENDMENT TO THE FOURTH  AMENDED AND RESTATED LOAN AGREEMENT
AND OTHER DOCUMENTS ("1998 Amendment") is made as of this 4th day of March, 1998
between 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") and NATIONSBANK, N.A. ("Bank").

                               Factual Background

         A. Bank has extended to Borrowers  various loans and credit  facilities
(collectively, the "Loans") pursuant to the terms of that certain Fourth Amended
and Restated Loan and Security Agreement (as amended,  modified or restated, the
"Loan Agreement")  between Borrower and the Bank dated as of September 30, 1997.
The Loans are secured inter alia by a perfected  first priority lien on all real
and personal property of the Borrowers pursuant to various  mortgages,  deeds to
secure debt,  assignments and security agreements  (collectively,  the "Security
Documents").

         B. Bank,  at Borrowers'  request,  has agreed to extend to Borrowers an
overline (the  "Overline") to the Revolving Credit Loan (as such term is defined
in the Loan Agreement). The Overline shall be in the maximum principal amount of
$2,500,000 and shall be evidenced by an Overline  Promissory Note (as amended or
modified,  the  "Overline  Note") dated of even date,  executed and delivered by
Borrower to Bank.

         C.  Borrowers  and Bank now desire to execute  this 1998  Amendment  to
modify and amend the provisions of the Loan Agreement and the Security Documents
in the  manner  hereinafter  set  forth,  with the  specific  understanding  and
agreement that, except as herein modified and amended,  the terms and provisions
of the Loan Agreement,  the Security Documents and all documents related thereto
shall remain unchanged and continue in full force and effect as therein written.

         D. All capitalized terms used, but not defined,  in this 1998 Amendment
shall have the meaning ascribed to such term in the Loan Agreement.

         NOW, THEREFORE,  in consideration of the foregoing,  to induce the Bank
to extend the  Overline,  and for other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the parties hereto do
hereby agree as follows:

         1. All terms,  conditions and provisions of the Factual  Background are
incorporated  in, and shall be a part of, the  agreement  between  Borrowers and
Bank.

         2. The Borrowers  specifically agree that the Overline shall be subject
to and governed by the Loan Agreement.

         3. The Loan Agreement is hereby amended as follows:

          (i)  By including the following provision at the end of the definition
               of the term "Collateral Certificate" appearing in Section 1.1:

               ;  provided,  during the period of time in which the  Overline is
               available to Borrowers,  the term "Collateral  Certificate" shall
               also include the  Overline  Collateral  Certificate,  in the form
               established by Bank, as may be amended from time to time;


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          (ii) By  deleting  the  definition  of  the  term  "Loan"  or  "Loans"
               appearing  in Section 1.1 and  substituting  in lieu  thereof the
               following:

               "Loan"  or  "Loans"  shall  mean  the  individual  or  collective
               reference,  as the context requires, to the Revolving Credit, the
               Overline, the Term Loan and the 1997 Term Loan.

          (iii)By including the following provision at the end of the definition
               of the term "Monthly  Borrowing  Base  Certificate"  appearing in
               Section 1.1:

               ;  provided,  during the period of time in which the  Overline is
               available  to  Borrowers,   the  term  "Monthly   Borrowing  Base
               Certificate"  shall also include the Overline  Monthly  Borrowing
               Base  Certificate,  in the form  established  by Bank,  as may be
               amended from time to time;

          (iv) By deleting  the  definition  of the term  "Notes"  appearing  in
               Section 1.1 and substituting in lieu thereof the following:

               "Note"  or  "Notes"  shall  mean  the  individual  or  collective
               reference, as the context requires, to the Revolving Credit Note,
               the  Overline  Note,  the Term  Note,  the 1997 Term Note and any
               other notes as may be outstanding  from time to time,  under this
               Agreement,  which are properly executed,  completed and delivered
               to Bank,  as the same may be  amended  from  time to time and all
               other notes delivered in  substitution,  addition or exchange for
               any thereof.

          (v)  By inserting the following  definitions  in Section 1.1 after the
               term "Obligations":

               "Overline"  shall mean the Overline to the Revolving  Credit Loan
               in the maximum  principal amount of up to $2,500,000  pursuant to
               the terms of and as more  particularly set forth in Article 2A of
               this Agreement.

               "Overline Documents" shall mean and refer to,  collectively,  all
               those certain  documents and  instruments  executed in connection
               with the Overline,  including this Agreement,  the Overline Note,
               the Mortgages, the Security Agreements, the Assignment of Leases,
               the  Assignment of Contracts,  the Financing  Statements  and any
               other documents  executed in connection with the Overline as such
               documents and instruments may be amended,  substituted or renewed
               from time to time.

               "Overline  Note"  shall mean and refer to that  certain  Overline
               Promissory  Note  in  the  original  principal  amount  of  up to
               $2,500,000  dated as of March 4, 1998  executed and  delivered by
               Borrowers  to  Bank,  as the  same  may be  amended,  renewed  or
               substituted from time to time.

          (vi) By  deleting  in its  entirety  the  remainder  of the portion of
               Section 2.5  commencing  with the words  "provided,  however" and
               substituting in lieu thereof the following:

               provided,   however,   that  the   aggregate   principal   amount
               outstanding  under the  Revolving  Credit  Loan and the  Overline
               supported by Borrowers' and any Approved  Subsidiaries'  Eligible
               Inventory  shall  not  exceed,  at any one  time  (i)  except  as
               provided  in  (ii)  below,  55% of  the  total  principal  amount
               outstanding  under the Revolving Credit Loan; and (ii) during the
               period of time commencing on December 31, 1997 and ending on June
               2, 1998,  sixty percent (60%) of the total principal  outstanding
               under  the   Revolving   Credit  Loan  and  the   Overline.   The
               availability under the Revolving Credit Loan and the Overline for
               each week  shall be  determined  by the  then-current  Collateral
               Certificate  delivered in accordance  with Section 7.1(k) of this
               Agreement.

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          (vii) By inserting the following after Article 2:

               2A. OVERLINE.

               2.1.A.  General  Terms.  During the period of time  commencing on
               March 4, 1998 and ending on June 2, 1998 and subject to the terms
               of this Agreement,  Bank will lend, on a revolving  credit basis,
               to  Borrowers  and  Borrowers  will borrow from Bank such sums as
               Borrowers may from time to time request but which will not exceed
               an aggregate  principal amount outstanding at any one time, equal
               to the lesser of (a) the amount  available to be  outstanding  in
               accordance with the margin  requirements stated in Section 2.4.A.
               hereof,  or (b) Two  Million  Five  Hundred  Thousand  and No/100
               Dollars ($2,500,000).  The proceeds of the Overline shall be used
               for the same  purposes as the  proceeds of the  Revolving  Credit
               Loan,  and the proceeds of the Overline will be made available to
               Borrowers only during such time that no availability exists under
               the  Revolving  Credit  Loan.  Borrower  will be required to make
               repayments   of   principal   outstanding   under  the   Overline
               immediately  and as and when  necessary to comply with the margin
               requirements  stated in Section 2.4.A., or upon demand by Bank in
               connection with an  acceleration of the Overline,  or immediately
               upon  the   termination  of  Article  2A  of  this  Agreement  in
               accordance with Section 2.6.A. of this Agreement.

               2.2.A. Disbursements of the Overline.  Disbursements of principal
               under the  Overline  may be made on any  Business  Day,  provided
               that,  in  addition  to all other  terms of this  Agreement:  (A)
               Borrowers  shall have delivered to Bank oral or written notice in
               form and  content  acceptable  to Bank no later  than  11:00 a.m.
               (Columbia,  South  Carolina  time) on the proposed  funding date,
               which notice shall  specify the proposed  funding day, the amount
               requested and contain  other  information  required by Bank;  (B)
               Borrowers  and any Approved  Subsidiary  shall have  delivered to
               Bank  an  executed,   properly  completed  then  current  Monthly
               Borrowing  Base  Certificate  and  Collateral   Certificate  with
               respect  to  the  Overline,  with  the  then  current  Collateral
               Certificate   with   respect  to  the  Overline   governing   the
               availability  under the  Overline  for the  period of time  until
               receipt by Bank of the next Collateral  Certificate  with respect
               to the Overline; (C) no Event of Default or Default Condition has
               occurred; and (d) no availability under the Revolving Credit Loan
               exists.  Each  delivery of an  executed  and  properly  completed
               Monthly  Borrowing Base  Certificate  and Collateral  Certificate
               with respect to the Overline shall constitute a representation by
               the Borrowers and any Approved Subsidiary that, as of the date of
               such  Monthly  Borrowing  Base  Certificate  or  Collateral  with
               respect to the  Overline  (1) all  material  representations  and
               warranties  made by the Borrowers and any Approved  Subsidiary in
               this Agreement are true and correct,  unless otherwise  disclosed
               to Bank in writing and  approved by Bank,  (2)  Borrowers  or any
               Approved  Subsidiary  have  not  failed  to  observe  any  of its
               undertakings hereunder, (3) no Event of Default has occurred, and
               (4) no fact,  condition,  or event has  occurred or exists  that,
               with the giving of notice or the  passage of time or both,  could
               become an Event of Default.  Bank will credit the proceeds of all
               disbursements under the Overline to the Collateral Account.  Bank
               shall not incur any  liability  to the  Borrowers  (x) for acting
               upon any  telephonic  notice or other oral notice for a requested
               disbursement  that Bank  believes  in good faith was given by the
               Controller, the Chief Financial Officer or another officer deemed
               acceptable to Bank in its sole  discretion,  or (y) for otherwise
               acting good faith in disbursing proceeds under the Overline.

               2.3.A.  Overline  Note.  The  obligation to repay the Overline is
               evidenced by the Overline Note.

               2.4.A.  Margin  Requirement  Under  Overline.  In addition to the
               limitations set forth in Section 2.1.A.  of this  Agreement,  the
               aggregate principal amount outstanding at any one

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               time  under  the  Overline  as  determined  by  the  most  recent
               Collateral Certificate may not exceed the difference of:

                    (X) the sum of (i) ninety  percent  (90%) of the face amount
                    of  Borrowers'  and  any  Approved   Subsidiary's   Eligible
                    Accounts   Receivable   which  are   subject  to   factoring
                    agreements with NationsBanc  Commercial  Corporation and are
                    acceptable  to Bank;  plus (ii) eighty  percent (80%) of the
                    face  value  of  Borrowers'  and any  Approved  Subsidiary's
                    Eligible  Accounts  Receivable  which  are  not  subject  to
                    factoring agreements with NationsBanc Commercial Corporation
                    that are acceptable to Bank;  plus (iii) fifty percent (50%)
                    of the value of  Borrowers'  and any  Approved  Subsidiary's
                    Eligible Inventory  (provided,  however,  that the aggregate
                    principal amount outstanding under the Revolving Credit Loan
                    and the Overline  supported by  Borrowers'  and any Approved
                    Subsidiary's Eligible Inventory shall not exceed, at any one
                    time sixty percent (60%) of the total principal  outstanding
                    under the Revolving Credit Loan and the Overline), minus

                    (Y) principal outstanding under the Revolving Credit Loan.

               2.5.A.  Fees.  In  consideration  of  NationsBank  extending  the
               Overline,  Borrowers shall pay a commitment fee equal to $10,000,
               which  fee  shall be due and  payable  upon the  delivery  of the
               Overline Note. Additionally,  Borrower further shall pay an "user
               fee" under the  Overline  to be  assessed  and due and payable on
               June 2, 1998,  which fee will  equal  one-eighth  of one  percent
               (0.125%) per annum of the average  unused portion of the Overline
               calculated on a daily basis.

               2.6.A. Termination.  This Agreement as it relates to the Overline
               shall be  terminated  (a) by Bank or notice to  Borrowers  at any
               time in connection with the acceleration  pursuant to Section 9.2
               hereof;  or (b) have not sooner  demanded,  on June 2, 1998.  The
               termination of this Agreement as it relates to the Overline shall
               in no way  effect  or  impair  any  right of Bank  arising  prior
               thereto  or by reason  thereof,  nor  shall any such  termination
               relieve Borrowers of any Obligations under the Overline until all
               Obligations under the Overline are fully paid and performed,  nor
               shall  any such  termination  effect  any right or remedy of Bank
               arising from any other Obligation. All agreements, warranties and
               representations of Borrowers shall survive termination.

               2.7.A.  Additional  Provisions.   All  other  terms,  conditions,
               representations,  warranties and covenants contained in Article 2
               and  elsewhere  in  the  Loan  Agreement,  to the  extent  not in
               consistent to the express  provisions of this Article 2A.,  shall
               apply to the Overline.

          (viii) By deleting Section 7.1(aa) in its entirety and substituting in
               lieu thereof the following:

               (aa) Borrowers,  on a consolidated  basis, must maintain a Funded
               Debt  Ratio  of less  than or  equal  to (i) 4.00 to 1.00 for the
               twelve (12) month period  ending on December  31, 1998;  and (ii)
               3.00 to 1.00 for each  twelve  (12)  month  period  ending on the
               closing date of each of  Borrowers'  fiscal  quarters  commencing
               with the first fiscal quarter of fiscal year 1999.

         4. The Overline shall be secured by a perfected security interest in or
lien on any and all of  Borrowers'  real and personal  property  pursuant to the
Security  Documents;  the Borrowers hereby grant to Bank such security interests
and liens;  and the  Security  Documents  are amended as necessary to grant such
security interests in favor of Bank.


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<PAGE>



         5. Except as otherwise  modified herein,  the Security  Documents shall
continue  to  secure  the  obligations  of the  Borrowers  or other  parties  as
described therein with the same force and effect as when originally executed. It
is intended that this 1998 Amendment  will not disturb the existing  priority of
the liens granted pursuant to the Security Documents.

         6.  Except  as  provided  herein,  the  Loan  Agreement,  the  Security
Documents and the other Loan Documents shall remain  unchanged and in full force
and effect.

         7. All  agreements  of  Borrower  contained  herein  shall  survive the
execution  and  delivery  of  this  1998  Amendment,  and  all  representations,
warranties  and covenants  contain in the Loan  Agreement and the Loan Documents
are true,  accurate,  satisfied  and/or not breached as of the date of this 1998
Amendment.

         8. This 1998 Amendment shall be governed by and construed in accordance
with the laws of the State of South Carolina.

         9. Borrowers  represent and warrant that they are  represented by legal
counsel of their  choice,  are fully aware of the terms  contained  in this 1998
Amendment and the Overline  Note and have  voluntarily  and without  coercion or
duress of any kind entered into this 1998  Amendment,  the Overline Note and any
documents executed in connection with this 1998 Amendment.

         10.   Borrowers   acknowledge   and  agree   that  (A)  they  have  (i)
independently  reviewed  and  approved  each and  every  provision  of this 1998
Amendment,  the Overline Note and any and all other documents and items as it or
its counsel have deemed  appropriate,  (ii) entered into this 1998 Amendment and
executed  this 1998  Amendment and the other  closing  documents,  including the
Overline Note, with the advice of its legal counsel, and (iii) not relied in any
way  on  any   representation,   warranty,   statement   of  fact  or   opinion,
understanding,  disclosure  or  nondisclosure  of the  Bank,  and  have not been
induced by the Bank in any way, except for the consideration  recited herein, in
entering  into this 1998  Amendment and  executing  this 1998  Amendment and the
other closing documents  contemplated  hereby,  including the Overline Note, and
(B) the  Bank  has not made any  warranties  or  representations  of any kind in
connection with this  transaction  except as specifically set forth herein or in
the documents executed in conjunction with this 1998 Amendment.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
1998 Amendment as of the date first above written.


                              [SIGNATURES OMITTED]


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