AGREEMENT, made and entered into as of the 3rd day of February 3, 2000,
between  BURLINGTON  INDUSTRIES,   INC.,  a  Delaware  corporation  (hereinafter
sometimes  referred  to as the  "Corporation"),  and John D Englar  (hereinafter
referred to as "Executive").

         WHEREAS,  the  Corporation  and  Executive  desire  to  enter  into  an
Employment  Agreement effective February 3, 2000, this Agreement to supersede in
its entirety the present employment agreement, if any, between the parties;

         NOW, THEREFORE,  in consideration of the mutual agreements  hereinafter
contained, the Corporation and Executive hereby agree as follows:

         l. The Corporation agrees to employ Executive,  and Executive agrees to
serve the Corporation, upon the terms hereinafter set forth.

         2. The employment of Executive  hereunder  shall  commence  February 3,
2000 and continue until December 31, 2003,  unless earlier  terminated under the
provisions of Paragraphs 6, 7 or 8 of this Agreement.

         3. Executive agrees to serve the Corporation faithfully and to the best
of his ability under the direction of the Board of Directors of the Corporation,
devoting  his  entire  time,  energy and skill  during  regular  business  hours
performing the duties assigned by the Board.

         4. The Corporation  agrees to pay to Executive during the period of the
term hereof salary for his services at the rate (the "Annual Rate", which Annual
Rate shall  refer to any  subsequent  increase  in the rate of  compensation  of
Executive granted by the Corporation during the term of this Agreement) of Three
Hundred Ten Thousand Dollars  ($310,000) per annum,  payable in equal monthly or
other more frequent  installments in accordance with the general practice of the
Corporation for salaried senior employees.

         5. The  Corporation  may from  time to time  pay  additional  incentive
compensation  to  certain  executives  when and if  authorized  by the  Board of
Directors  or  the  appropriate  Committee  of the  Board  of  Directors  of the
Corporation.  Executive is deemed to be a valuable  executive of the Corporation
and will be considered for payment of such incentive  compensation  in all years
that the Board  determines that such  compensation  should be paid to senior and
key  employees  generally.  It is  expressly  understood  that the amount of any
additional  compensation is entirely in the discretion of the  Corporation,  and
nothing  herein  shall  be  construed  as a  promise  or  obligation  to pay any
additional  compensation to Executive whatsoever.  If sums are paid to Executive
as  additional  compensation  in any year,  such  payment  shall  not  create an
obligation to pay additional compensation to Executive in any past or succeeding
year. No payments to Executive of additional compensation,  if any, shall reduce
or be applied against the salary to be paid to Executive pursuant to Paragraph 4
hereof.

         6.  If,  during  the term of this  Agreement,  Executive  shall  become
physically or mentally incapable of fully performing services required of him in
accordance  with his obligations  under Paragraph 3 of this Agreement,  and such
incapacity is, or may reasonably be expected to exist,  for more than two months
in the aggregate  during any period of twelve  consecutive  months,  as shall be
determined by a physician  mutually agreed upon by the Corporation and Executive
(or Executive's  legal  representative  if Executive is incapable of making such
determination),   which  determination  shall  be  final  and  conclusive,   the
Corporation  may, upon notice to  Executive,  terminate  this  Agreement and his
employment hereunder, and upon such termination,  Executive shall be entitled to
receive (i) cash  compensation at the Annual Rate for a period of six months and
(ii) shall receive benefits as provided under Paragraph 7(b)(iii) below for such
six-month period.  Executive agrees to accept such payment in full discharge and
release of the Corporation,  its subsidiaries and their management,  of and from
any and all further  obligations and liabilities to him under Paragraph 4 hereof
(including  any liability for payments under the  Corporation-funded  disability
insurance program).

         7. (a) The Corporation may in its sole discretion at any time terminate
Executive's employment under this Agreement, whether for cause or without cause.

            (b) Other than under the  circumstances  described  in  paragraph  8
below, in the event of (1) an involuntary termination of employment of Executive
without Cause or (2) a voluntary termination of employment by Executive for Good
Reason,  Executive shall receive (in lieu of any payment under the Corporation's
Severance Policy), as soon as practicable following such termination:

                           (i) salary accrued through the date of termination at
the Annual Rate;

                           (ii) a lump  sum  payment  in cash  equal  to (x) the
salary that would have been payable under Paragraph 4 above during the Severance
Period (as defined below) plus (y) an amount (the "Bonus  Equivalent")  equal to
the number of years in the Severance  Period times the amount  established,  for
the year  during  which  such  termination  occurs,  as the  Executive's  target
incentive payment under the Corporation's annual cash incentive plan approved by
the Board of Directors with respect to such year; and

                           (iii) either (x)  Executive  shall  continue,  to the
extent permitted by applicable law, as a participating  member or beneficiary in
all of the benefit  and  welfare  plans of the  Corporation  in which  Executive
participated immediately prior to the date of termination or (y) the Corporation
shall fund substantially equivalent benefits to the extent participation in such
plans is not  permissible,  and Executive shall be guaranteed  service credit in
such  plans  (including,   without  limitation,  for  vesting  purposes  of  the
Supplemental  Executive  Retirement  Plan),  in  either  case (x) or (y) for the
period equal to the Severance Period. Executive's rights under this Clause (iii)
shall cease when Executive commences other employment and obtains coverage under
other plans on a substantially similar basis to those of the Corporation.

Except as expressly  provided in this subparagraph  7(b), in all other respects,
Executive's  rights under all of the benefit plans of the  Corporation  shall be
governed by the terms of such plans and not by the provisions of this Agreement.

                  (c) In the  event of an  involuntary  termination  for  Cause,
Executive shall only be entitled to payments under the Severance Policy and only
if the conduct  giving rise to such  termination  was not, in the  Corporation's
sole judgment, willful.

                  (d) In the event that Executive's  employment is terminated by
the  Corporation  or the  Executive for any reason other than those set forth in
Paragraph  6  above,  subparagraphs  7(b) or  7(c) or  Paragraph  8  below,  the
Corporation shall have no further obligation to Executive hereunder or under the
Severance Policy.

                  (e)  Notwithstanding  any other  provisions of this Agreement,
Executive's  obligations  under  Paragraphs  9 and 10 of  this  Agreement  shall
survive the termination or expiration of this Agreement.

         8.  (a) If  within  two  years  following  a  Change  of  Control,  the
employment  of Executive  hereunder is  terminated  by the  Corporation  without
Cause, or is terminated by Executive for Good Reason,  in either case other than
by reason of death or disability, the Corporation shall promptly (not later than
30 days)  pay to  Executive  a lump sum  payment  in cash  equal to (i) the then
salary  of  Executive  at the  Annual  Rate  times  the  number  of years in the
Severance  Period,  plus (ii) the Bonus  Equivalent times the number of years in
the Severance  Period.  In addition,  following such  termination of employment,
Executive shall continue for the number of years in the Severance Period, in the
manner set forth in  subparagraph  7(b)(iii)  above,  to participate  in, or the
Corporation shall fund substantially  equivalent benefits, under the welfare and
benefit plans of the Corporation.

                  (b) In the event that the  payment by the  Corporation  of the
payments  required in the  preceding  Paragraph  would  result in the  Executive
becoming  subject to the  imposition  of an excise tax under Section 4999 of the
Internal  Revenue  Code of 1986,  as amended,  then the amount of payments  made
hereunder  shall be reduced to an amount  which  would  maximize  the  after-tax
payments to the Executive of such amount.  The  determination  of such reduction
amount,  if any, shall be made by the Executive,  with the advice of Executive's
tax or financial advisor.

         9. Executive expressly agrees, as further consideration hereof and as a
condition to the performance by the Corporation and its subsidiary  companies of
their  obligations  hereunder,  that while  employed by the  Corporation  or its
subsidiary companies and (1) during a period of six months following termination
of his  employment,  and (2)  only in the  event  that  Executive  is  receiving
severance  payments  and/or  benefits  under  Paragraph  7(b) during the further
period  commencing on the day following  such  six-month  period and  continuing
until the last day of the  Severance  Period,  Executive  will not  directly  or
indirectly  render advisory  services to or become employed by or participate or
engage in any business materially  competitive with any of the businesses of the
Corporation and its subsidiary  companies  (Executive hereby  acknowledging that
Executive has had access in his executive capacity to material information about
all of the Corporation's businesses) without first obtaining the written consent
of the  Corporation.  The period of  non-competition  established  in clause (2)
above may be shortened,  at the election of the Executive evidenced by a written
relinquishment  satisfactory  to the  Corporation,  of any  remaining  right  to
severance payments under this Agreement,  to a period ending on the last date as
of which such severance payments are earned.

         10.  Executive  agrees  that,  both  during  and after  his  employment
hereunder,  he will not disclose to any person unless authorized to do so by the
Corporation,  any of the Corporation's  trade secrets or other information which
is confidential or secret. Trade secrets or confidential  information shall mean
information  which has not been made available by the Corporation to the public,
including  but not limited to strategic  and business  plans,  product or market
development studies, plans or surveys; designs and patterns;  inventions, secret
processes  and  developments;  any cost data,  including  labor costs,  material
costs, and any data that is a factor in costs; price, source or utilization data
on raw materials, fibers, machinery, equipment and other manufacturing supplies;
technical  improvements,  designs,  procedures  and  methods  developed  by  the
Corporation;  any data  pertaining  to sales  volume by  location  or by product
category;  customer  lists;  production  methods  other than those  licensed  by
outside companies;  compensation  practices;  and profitability,  margins, asset
values, or other information relating to financial statements.

           Executive acknowledges that the disclosure of the Corporation's trade
secrets or confidential  information to unauthorized  persons would constitute a
clear  threat to the  business of the  Corporation,  and that the failure of the
Executive  to  abide  by the  terms  of  Paragraphs  9 and 10 will  entitle  the
Corporation  to exercise any or all  remedies  available to it in law or equity,
including  without  limitation,  an  injunction  prohibiting  a breach  of these
provisions or suit for restitution.

         11. The following  capitalized  terms used in this Agreement shall have
the meanings set forth below:

                  (i)  "Severance   Policy"  means  the  policy   providing  for
severance payments to salaried  employees set forth in the Corporation's  Policy
Manual as in effect on the date of Executive's termination of employment.

                  (ii)  A  termination   for  "Cause"  means  a  termination  of
  employment with the  Corporation or any of the  subsidiaries or joint ventures
  which, as determined by the Corporation, is by reason of (A) the commission by
  the  Executive of a felony or a  perpetration  by the Executive of a dishonest
  act, material misrepresentation or common law fraud against the Corporation or
  any subsidiary, joint venture or other affiliate thereof, (B) any other act or
  omission which is injurious to the financial  condition or business reputation
  of the  Corporation  or any  subsidiary,  joint  venture  or  other  affiliate
  thereof,   or  (C)  the  willful  failure  or  refusal  of  the  Executive  to
  substantially perform the material duties of the Executive's position with the
  Corporation  or any of  the  Corporation's  subsidiaries,  joint  ventures  or
  affiliates.

                  (iii)  "Good  Reason"  means (A) a  failure  to  promptly  pay
   compensation  due and payable to the Executive in connection  with his or her
   employment,  (B) a reduction in Executive's level of compensation (other than
   changes to  incentive  or benefit  plans  affecting  all  executives)  of the
   Corporation  in a similar  manner,  (C) unless  agreed to by  Executive,  the
   assignment  to the  Executive  of duties  inconsistent  with the  Executive's
   position as such  duties  were  immediately  prior to such  assignment  which
   results   in  a   diminution   of  such   position,   authority,   duties  or
   responsibilities, or (D) a change in the employment requirements of Executive
   which,  in the  view  of  the  Compensation  and  Benefits  Committee  of the
   Corporation's  Board of Directors,  subjects Executive to an unfair change of
   circumstances.

                   (iv)  "Severance  Period"  shall  mean,  for the  purposes of
   Paragraph  7, the one and  one-half  year  period  commencing  on the date of
   termination,  and for the  purposes  of  Paragraph  8, the three year  period
   commencing on the date of termination.

                  (v) "Change of Control" means that any of the following events
shall have occurred:

                           (A) The  Corporation  is  merged or  consolidated  or
reorganized into or with another corporation,  person or entity, and as a result
of such  merger,  consolidation  or  reorganization  less than a majority of the
combined voting power of the  then-outstanding  securities of such  corporation,
person or entity immediately after such transaction are held in the aggregate by
the  holders  of  securities  entitled  to vote  generally  in the  election  of
Directors  of  the  Corporation  ("Voting  Stock")  immediately  prior  to  such
transaction;

                           (B) The Corporation sells or otherwise  transfers all
or substantially all of its assets to any other  corporation,  person or entity,
and less than a majority of the combined  voting  power of the  then-outstanding
securities of such corporation,  person or entity immediately after such sale or
transfer  is held  in the  aggregate  by the  holders  of  Voting  Stock  of the
Corporation immediately prior to such sale or transfer;

                           (C) If during  any period of two  consecutive  years,
individuals who at the beginning of any such period  constitute the Directors of
the Corporation  cease for any reason to constitute at least a majority thereof,
unless  the  election,  or the  nomination  for  election  by the  Corporation's
stockholders,  of each Director of the  Corporation  first  elected  during such
period was  approved by a vote of at least  two-thirds  of the  Directors of the
Corporation  then still in office who were  Directors of the  Corporation at the
beginning of any such period.

         12. Any notice to be given by Executive  hereunder shall be sent to the
Corporation  at its  offices,  3330  West  Friendly  Avenue,  Greensboro,  North
Carolina  274l0,  and any notice from the Corporation to Executive shall be sent
to Executive at the address set forth under his  signature  below.  Either party
may change the address to which notices are to be sent by notifying the other in
writing of such changes in accordance with the terms hereof.

         IN  WITNESS  WHEREOF,  Burlington  Industries,  Inc.  has  caused  this
Agreement to be executed in its corporate name by its duly authorized  corporate
representative  thereunto  duly  authorized,  and Executive has hereunto set his
hand and seal, as of the day and year first above written.

                                    BURLINGTON INDUSTRIES, INC.

                                    By____________________________________
                                          George W. Henderson III
                                          President and Chief Executive Officer


                                      ____________________________________(L.S.)
                                          John D. Englar