EXHIBIT 10.6

                                 WORLDTEX, INC.
                            1992 STOCK INCENTIVE PLAN
                (AS AMENDED AND RESTATED EFFECTIVE MAY 14, 1998)



SECTION 1.        PURPOSES

            The purposes of the Worldtex,  Inc. 1992 Stock  Incentive  Plan (the
"Plan") are (i) to enable Worldtex,  Inc. (the "Company") and Related  Companies
(as  defined  below) to  attract  and retain  employees  who  contribute  to the
Company's success by their ability,  ingenuity and industry,  and to enable such
employees to participate  in the long-term  success and growth of the Company by
giving them an equity interest in the Company, and (ii) to enable the Company to
pay part of the  compensation  of its Outside  Directors ( as defined in Section
5.2) in options to  purchase  the  Company's  Common  Stock  ("Stock"),  thereby
increasing such directors'  proprietary interest in the Company. For purposes of
the Plan, a "Related Company" means any corporation,  partnership, joint venture
or other entity in which the company owns,  directly or  indirectly,  at least a
20% beneficial ownership interest.

SECTION  2.       TYPES OF AWARDS

            2.1 Awards  under the Plan may be in the form of (i) Stock  Options;
(ii) Stock Appreciation Rights; (iii) Restricted Stock; (iv) Deferred Stock; (v)
Loans; and/or (vi) Tax Offset Payments.

            2.2 An eligible employee may be granted one or more types of awards,
which may be  independent  or granted in  tandem.  If two awards are  granted in
tandem,  the employee may  exercise  (or  otherwise  receive the benefit of) one
award only to the extent he or she relinquishes the tandem award.

            2.3 Outside  Directors may receive only grants of Stock Options,  as
provided in section 14.

SECTION  3.       ADMINISTRATION

            3.1 The Plan shall be  administered  by the  Executive  Compensation
Committee  of the  Company's  Board of  Directors  (the  "Board")  or such other
committee of directors as the Board shall  designate  (the  "Committee"),  which
shall consist of not less than two directors.  Committee  members shall serve at
the  pleasure  of the  Board.  Notwithstanding  the  foregoing,  grants of Stock
Options to Outside Directors under Section 14 shall only be made by the Board.

            3.2 The Committee shall have the following authority with respect to
awards under the Plan other than awards to Outside Directors: to grant awards to

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eligible   employees   under  the  Plan;   to  adopt,   alter  and  repeal  such
administrative  rules,  guidelines and practices  governing the Plan as it shall
deem advisable;  to interpret the terms and provisions of the Plan and any award
granted under the Plan;  and to otherwise  supervise the  administration  of the
Plan. In particular,  and without limiting its authority and powers, except with
respect to awards to Outside Directors, the Committee shall have the authority:

                  (A) to  determine  whether  and to what  extent  any  award or
combination of awards will be granted  hereunder,  including  whether any awards
will be granted in tandem with each other;

                  (B) to select the employees to whom awards will be granted;

                  (C) to  determine  the number of shares of the common stock of
the Company (the "Stock") to be covered by each award granted hereunder;

                  (D) to determine the terms and conditions of any award granted
hereunder,  including,  but not limited  to, any  vesting or other  restrictions
based on performance and such other factors as the Committee may determine,  and
to determine whether the terms and conditions of the award are satisfied;

                  (E) to determine  the  treatment of awards upon an  employee's
retirement,  disability,  death,  termination for cause or other  termination of
employment;

                  (F) to determine  pursuant to a formula or otherwise  the fair
market  value  of the  Stock on a given  date;  provided,  however,  that if the
Committee fails to make such a  determination,  fair market value shall mean the
closing  sale price of the Stock on a given date (or, if no sale of Stock occurs
on such date,  the closing  sale price on the nearest  trading  date before such
date);

                  (G) to determine  that the amounts  equal to the amount of any
dividends  declared with respect to the number of shares covered by an award (i)
will be paid to the employee currently or (ii) will be deferred and deemed to be
reinvested  or (iii) will be  otherwise  credited to the  employee,  or that the
employee has no rights with respect to such dividends;

                  (H) to  determine  whether,  to what  extent,  and under  what
circumstances  Stock and other amounts  payable with respect to an award will be
deferred  either  automatically  or at the  election of an  employee,  including
providing  for and  determining  the amount (if any) of deemed  earnings  on any
deferred amount during any deferral period;

                  (I) to provide  that the shares of Stock  received as a result
of an award shall be subject to a right of first refusal,  pursuant to which the

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employee  shall be required to offer to the Company any shares that the employee
wishes to sell,  subject  to such  terms and  conditions  as the  Committee  may
specify;

                  (J)  to  amend  the  terms  of  any  award,  prospectively  or
retroactively;  provided,  however, that no amendment shall impair the rights of
the award holder without his or her consent; and

                  (K) to  substitute  new Stock Options for  previously  granted
Stock Options,  or for options granted under other plans or agreements,  in each
case including previously granted options having higher option prices.

            3.3 With respect to awards to Outside Directors, the Committee shall
have authority to interpret the Plan and the terms of any Stock Options  granted
to Outside Directors; to adopt, amend, and rescind administrative regulations to
further the purposes of the Plan; and to take any other action  necessary to the
proper operation of the Plan. However, the Committee shall have no discretion to
vary the  amount or terms of awards  granted  to  Outside  Directors,  except as
provided in section  4.4. The Board shall have the power to make grants of Stock
Options to Outside  Directors,  pursuant to Section 14, and to amend such awards
prospectively  or  retroactively;  provided,  however,  that no amendment  shall
impair the rights of the award holder without his or her written consent.

            3.4 All  determinations  made by the Committee or the Board pursuant
to the  provisions  of the Plan  shall  be final  and  binding  on all  persons,
including the Company and Plan participants.

            3.5 The  Committee  may from  time to time  delegate  to one or more
officers of the Company any or all of its authorities  granted  hereunder except
with  respect  to  awards  granted  to  persons  subject  to  Section  16 of the
Securities  Exchange Act of 1934. The Committee shall specify the maximum number
of shares that the officer or officers to whom such  authority is delegated  may
award.

SECTION 4.        STOCK SUBJECT TO PLAN

            4.1 The total number of shares of Stock  reserved and  available for
distribution  under the Plan shall be 2,100,000 shares (subject to adjustment as
provided  below).  Such shares may consist of authorized but unissued  shares or
treasury  shares.  The  exercise of a Stock  Appreciation  Right for cash or the
payment of any other award in cash shall not count against this share limit.

            4.2 To the extent a stock  option  terminates  without  having  been
exercised,  or an award terminates  without the employee having received payment
of the award, or shares awarded are forfeited,  the shares subject to such award
shall again be available for distribution in connection with future awards under

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the Plan. Shares of Stock equal in number to the shares  surrendered or withheld
in payment of the option  price  and/or to satisfy  federal,  state or local tax
liability  with  respect to an award  shall not count  against  the above  share
limit, and shall again be available for grants under the plan.

            4.3 No employee shall be granted Stock Options,  Stock  Appreciation
Rights,  Restricted  Stock,  and/or  Deferred  Stock,  or any combination of the
foregoing  with respect to more than 500,000  shares of Stock in any fiscal year
(subject to adjustment as provided in section 4.4). No employee shall be granted
a Tax Offset  Payment with respect to more than the number of shares  covered by
awards granted to such employee.

            4.4 In the event of any merger, reorganization, consolidation, sales
of  substantially  all assets,  recapitalization,  Stock dividend,  Stock split,
spin-off,  split-up,  split-off,  distribution  of  assets  or other  change  in
corporate structure affecting the Stock, a substitution or adjustment, as may be
determined to be appropriate by the Committee in its sole  discretion,  shall be
made in the aggregate number of shares reserved for issuance under the Plan, the
number of shares as to which  awards  can be granted  to any  individual  in any
fiscal year, the number of shares subject to outstanding  awards and the amounts
to be paid by award holders or the Company,  as the case may be, with respect to
outstanding awards;  provided,  however,  that no such adjustment shall increase
the aggregate value of any outstanding  award. In the event any change described
in this Section 4.4 occurs and an  adjustment is made in the  outstanding  Stock
Options held by employees,  a similar adjustment shall be made in the number and
terms of Stock Options held by Outside Directors under Section 14.

SECTION 5.        ELIGIBILITY

            5.1 Officers and other employees of the Company or a Related Company
are eligible to be granted  awards under the Plan,  other than under Section 14.
Except as provided in Section  5.2,  Outside  Directors  are not  eligible to be
granted awards under the Plan. The officer and employee  participants  under the
Plan  shall  be  selected  from  time  to  time by the  Committee,  in its  sole
discretion, from among those eligible.

            5.2 Awards  under  Section  14 of the Plan  shall be made  solely to
Outside Directors,  which term shall mean any director of the Company other than
one who is an officer or employee of the Company or a Related Company.

SECTION 6.        STOCK OPTIONS

            6.1 The Stock Options  awarded to officers and  employees  under the
Plan may be of two types:  (i)  Incentive  Stock  Options  within the meaning of
Section 422 of the Internal Revenue Code or any successor provision thereto; and

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(ii) Non-Qualified  Stock Options.  To the extent that any Stock Option does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified  Stock
Option.

            6.2 Subject to the following provisions, Stock Options awarded under
the Plan shall be in such form and shall have such terms and  conditions  as the
Committee may determine.

                  (A)  OPTION  PRICE.  The  option  price  per  share  of  Stock
purchasable under a Stock Option shall be determined by the Committee.

                  (B) OPTION TERM.  The term of each Stock Option shall be fixed
by the Committee at the time of grant.

                  (C) EXERCISABILITY. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the  Committee.  The Committee may waive such exercise  provisions or accelerate
the exercisability of the Stock Option at any time in whole or in part.

                  (D) METHOD OF  EXERCISE.  Stock  Options may be  exercised  in
whole or in part at any time during the option period by giving  written  notice
of  exercise  to the Company  specifying  the number of shares to be  purchased,
accompanied  by payment of the purchase  price.  Payment of the  purchase  price
shall be made in such manner as the  Committee  may provide in the award,  which
may  include  cash  (including  cash  equivalents),  delivery of shares of Stock
already owned by the optionee or subject to awards  hereunder,  any other manner
permitted  by  law  determined  by the  Committee,  or  any  combination  of the
foregoing.  The  Committee  may provide that all or part of the shares  received
upon  exercise of a Stock  Option which are paid for using  Restricted  Stock or
Deferred  Stock shall be restricted or deferred in accordance  with the original
terms of the award in question.

                  (E) NO  STOCKHOLDER  RIGHTS.  An optionee  shall have  neither
rights to  dividends  or other  rights of a  stockholder  with respect to shares
subject to Stock Option until the optionee has given written  notice us exercise
and has paid for such shares.

                  (F) SURRENDER  RIGHTS.  The Committee may provide that options
may be surrendered for cash upon any terms and conditions set by the Committee.

                  (G)  NON-TRANSFERABILITY.  Unless  otherwise  provided  by the
Committee, (i) no Stock Options shall be transferable by the optionee other than
by  will or by the  laws  of  decent  and  distribution,  and  (ii)  during  the
optionee's lifetime, all Stock Options shall be exercisable only by the optionee
or by his or her guardian or legal representative.

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                  (H) TERMINATION OF EMPLOYMENT. Following the termination of an
optionee's  employment with the Company or a Related  Company,  the Stock Option
shall be  exercisable to the extent  determined by the Committee.  The Committee
may provide  different  post-termination  exercise  provisions  with  respect to
termination of employment for different reasons. The Committee may provide that,
notwithstanding the option term fixed pursuant to Section 6.2(b), a Stock Option
which is  outstanding on the date of optionee's  death shall remain  outstanding
for an additional period after the date of such death.

            6.3  Notwithstanding  the  provisions  of Section  6.2, no Incentive
Stock  Option shall (i) have an option price which is less than 100% of the fair
market value of the Stock on the date of the award of the Stock Option,  (ii) be
exercisable  more than ten years after the date such  Incentive  Stock Option is
awarded, or (iii) be awarded more than ten years after the effective date of the
Plan as most recently approved by stockholders.

SECTION 7.        STOCK APPRECIATION RIGHTS

            7.1 A Stock  Appreciation  Right shall entitle the holder thereof to
receive payment of an amount, in cash, shares of Stock or a combination thereof,
as determined by the Committee,  equal in value to the excess of the fair market
value of the  shares as to which the award is  granted  on the date of  exercise
over an amount specified by the Committee.  Any such award shall be in such form
and shall have such terms and conditions as the Committee may determine.

            7.2 The Committee may provide that a Stock Appreciation Right may be
exercised  only within the 60-day  period  following  occurrence  of a Change of
Control (as defined in Section 16.2). The Committee may also provide that in the
event of a Change of  Control  the  amount to be paid upon  exercise  of a Stock
Appreciation  Right shall be based on the Change of Control Price (as defined in
Section 16.3).

SECTION 8.        RESTRICTED STOCK

            Subject to the following provisions,  all awards of Restricted Stock
shall be in such form and shall have such terms and  conditions as the Committee
shall determine:

                  (A) The  Restricted  Stock award  shall  specify the number of
shares of Restricted  Stock to be awarded,  the price, if any, to be paid by the
recipient  of the  Restricted  Stock  and the  date or dates  on  which,  or the
conditions upon the  satisfaction of which,  the Restricted Stock will vest. The
vesting  of  Restricted  Stock  may be  conditioned  upon  the  completion  of a
specified  period of service  with the  Company or a Related  Company,  upon the
attainment  of specified  performance  goals or upon such other  criteria as the
Committee may determine.

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                  (B)  Stock  certificates  representing  the  Restricted  Stock
awarded to an employee  shall be  registered  in the  employee's  name,  but the
Committee may direct that such  certificates be held by the Company on behalf of
the  employee.  Except  as may  be  permitted  by the  Committee,  no  share  of
Restricted  Stock  may be sold,  transferred,  assigned,  pledged  or  otherwise
encumbered by the employee  until such share has vested in  accordance  with the
terms of the  Restricted  Stock award.  At the time  Restricted  Stock vests,  a
certificate for such vested shares shall be delivered to the employee (or his or
her designated beneficiary in the event of death), free of all restrictions.

                  (C) The Committee may provide that the employee shall have the
right to vote or receive  dividends on  Restricted  Stock.  Unless the Committee
provides otherwise, the Stock received as a dividend on, or in connection with a
stock split of,  Restricted  Stock shall be subject to the same  restrictions as
the Restricted Stock.

                  (D) Except as may be provided by the  Committee,  in the event
of an employee's  termination of employment  before all of his or her Restricted
Stock has vested,  or in the event any  conditions  to the vesting of Restricted
Stock have not been satisfied prior to any deadline for the satisfaction of such
conditions set forth in the award, the shares of Restricted Stock which have not
vested shall be  forfeited,  and the Committee may provide that (i) any purchase
price paid by the  employee  shall be  returned  to the  employee or (ii) a cash
payment  equal  to the  Restricted  Stock's  fair  market  value  on the date of
forfeiture, if lower, shall be paid to the employee.

                  (E) The Committee may waive,  in whole or in part,  any or all
of the conditions to receipt of, or restrictions  with respect to, any or all of
the employee's Restricted Stock.

SECTION 9.        DEFERRED STOCK AWARDS

            Subject to the following  provisions,  all awards of Deferred  Stock
shall be in such form and shall have such terms and  conditions as the Committee
may determine:

                  (A) The Deferred  Stock shall  specify the number of shares of
Deferred Stock to be awarded to any employee and the duration of the period (the
"Deferral Period") during which, and the conditions under which,  receipt of the
Stock will be deferred. The Committee may condition the award of Deferred Stock,
or  receipt  of  Stock  or cash  at the end of the  Deferral  Period,  upon  the
attainment  of  specified  performance  goals  or  such  other  criteria  as the
Committee may determine.

                  (B)  Deferred   Stock  awards  may  not  be  sold,   assigned,
transferred, pledged or otherwise encumbered during the Deferral Period.

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                  (C) At the expiration of the Deferral  Period,  the employee (
or his or her  designated  beneficiary  in the event of death) shall receive (i)
certificates  for the  number of shares of Stock  equal to the  number of shares
covered by the Deferred Stock award, (ii) cash equal to the fair market value of
such Stock,  or (iii) a  combination  of shares and cash,  as the  Committee may
determine.

                  (D) Except as may be provided by the  Committee,  in the event
of an  employee's  termination  of  employment  before  the end of the  Deferral
Period, his or her Deferred Stock award shall be forfeited.

                  (E) The Committee may waive,  in whole or in part,  any or all
of the conditions to receipt of, or restrictions  with respect to, Stock or cash
under a Deferred Stock award.

SECTION 10.       LOANS

            The  Committee  may provide that the Company  shall make, or arrange
for, a loan or loans to an employee  with  respect to the  exercise of any Stock
Option  awarded  under the Plan,  with  respect to the  payment of the  purchase
price, if any, of any Restricted Stock awarded  hereunder or with respect to any
taxes arising from an award hereunder; provided, however, that the Company shall
not loan to an employee  more than the sum of (i) the excess of the  purchase or
exercise  price of an award  over the par value of any  shares of Stock  awarded
plus (ii) the amount of any taxes  arising from such award.  Any such loan shall
be made on  terms  that  comply  with all  applicable  legal  requirements.  The
Committee  shall  have  full  authority  to  decide  whether a loan will be made
hereunder  and to determine  the amount,  term and  provisions of any such loan,
including  the  interest  rate to be  charged,  whether the loan will be with or
without recourse  against the borrower,  any security for the loan, the terms on
which the loan is to be repaid and the conditions,  if any, under which the loan
may be forgiven.

SECTION 11.       TAX OFFSET PAYMENTS

            The Committee may provide for a Tax Offset Payment by the Company to
an employee  with respect to one or more awards  granted  under the Plan,  in an
amount  specified by the Committee,  which shall not exceed the amount necessary
to pay the federal,  state,  local and other taxes  payable with respect to such
award and the receipt of the Tax Offset  Payment  assuming  that the employee is
taxed at the maximum tax rate applicable to such income.  The Tax Offset Payment
shall be paid in cash.

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SECTION 12.       ELECTION TO DEFER AWARDS

            The  Committee  may permit an officer or  employee to elect to defer
receipt of an award for a specified period or until a specified event, upon such
terms as are determined by the Committee.

SECTION 13.       TAX WITHHOLDING

            13.1 Each participant  shall, no later than the date as of which the
value of an award  first  becomes  includable  in his or her  gross  income  for
applicable tax purposes,  pay to the Company, or make arrangements  satisfactory
to the Committee regarding payment of, any federal,  state, local or other taxes
of any kind  required  by law to be  withheld  with  respect to the  award.  The
obligations  of the Company under the Plan shall be  conditional on such payment
or arrangements,  and the Company (and, where applicable,  any Related Company),
shall,  to the extent  permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the participant.

            13.2 To the extent  permitted by the Committee,  and subject to such
terms and conditions as the Committee may provide, an employee may elect, or the
Company may require,  that the employee have the withholding tax obligation,  or
any additional tax obligation with respect to any awards hereunder, satisfied by
(i) having the Company  withhold  shares of Stock  otherwise  deliverable to the
employee with respect to the award or (ii)  delivering to the Company  shares of
unrestricted Stock.

SECTION 14.       STOCK OPTIONS FOR OUTSIDE DIRECTORS

            14.1 Each person who is an Outside Director at the close of the 1994
Annual Meeting of  Stockholders  shall be granted as of such date a Stock Option
to  purchase  10,000  shares of common  stock of the  Company.  Each  person who
becomes an Outside Director after such date shall be granted,  as of the date of
his or her election as an Outside  Director,  a Stock Option to purchase  10,000
shares of common stock of the Company.

            14.2  Stock   Options   granted  under  this  Section  14  shall  be
Non-Qualified  Stock  Options  and shall have such terms and  conditions  as the
Board may determine.  The provisions of Section 6.2 shall apply to Stock Options
granted to Outside Directors under this Section 14, except that, with respect to
such Stock  Options,  all  references in Section 6.2 to the  Committee  shall be
deemed to refer to the Board.

SECTION 15.       AMENDMENTS AND TERMINATION

            The Board may discontinue the Plan at any time and may amend it from
time to time. No amendment or discontinuation of the Plan shall adversely affect

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any award  previously  granted  without  the  award  holder's  written  consent.
Amendments may be made without stockholder approval except as required to comply
with exchange or regulatory requirements.

SECTION 16.       CHANGE OF CONTROL

            16.1  In  the  event  of  a  Change  of  Control,  unless  otherwise
determined  by the  Committee  (or, in the case of Stock  Options  granted under
Section 14, the Board) at the time of grant or by  amendment  (with the holder's
consent) of such grant:

                  (A) all outstanding  Stock Options and all  outstanding  Stock
Appreciation  Rights awarded under the Plan shall become fully  exercisable  and
vested;

                  (B) the  restrictions and deferral  limitations  applicable to
any outstanding  Restricted Stock and Deferred Stock awards under the Plan shall
lapse and such shares and awards shall be deemed fully vested, and;

                  (C) to the  extent  the cash  payment of any award is based on
the fair market  value of Stock,  such fair market  value shall be the Change of
Control Price.

            16.2 A "Change of Control" shall be deemed to occur on:

                  (A) the  date  that  person  or group  deemed  a person  under
Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, other than
the Company and its  subsidiaries as determined  immediately  prior to that date
(or  an  employee  benefit  plan  of the  Company  or  its  subsidiaries),  in a
transaction or series of transactions has become the beneficial owner,  directly
or indirectly (with beneficial  ownership  determined as provided in Rule 13d-3,
or any  successor  rule,  under  such  Act) of 25% or  more  of the  outstanding
securities of the Company having the right under ordinary  circumstances to vote
at an election of the Board;

                  (B) the date on which  one-third or more of the members of the
Board shall consist of persons other than Current Directors (for these purposes,
a "Current Director" shall mean any member of the Board as of the effective date
of the Plan and any successor of a Current Director whose nomination or election
has been approved by a majority of the Current Directors on the Board); or

                  (C) the date of approval by the stockholders of the Company of
an agreement  providing for (A) the merger or  consolidation of the Company with
another corporation where the stockholders of the Company,  immediately prior to
the merger or consolidation,  would not beneficially own,  immediately after the
merger or  consolidation,  shares entitling such  stockholders to 50% or more of
all votes  (without  consideration  of the rights of any class of stock to elect
directors by a separate class vote) to which all stockholders of the corporation

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issuing cash or securities in the merger or  consolidation  would be entitled in
the election of directors or where the members of the Board,  immediately  prior
to the  merger or  consolidation,  would  not,  immediately  after the merger or
consolidation,   constitute  a  majority  of  the  Board  of  Directors  of  the
corporation issuing cash or securities in the merger or consolidation or (B) the
sale or other disposition of all or substantially all the assets of the Company.

            16.3  "Change of Control  Price"  means the highest  price per share
paid in any transaction  reported on the New York Stock Exchange Composite Index
(or if the Stock is not then  listed on such  Exchange,  the  highest  price per
share  paid  in  any  open  market  transaction),  or  paid  or  offered  in any
transaction  related to a Change of Control at any time during the 90-day period
ending with the Change of Control.  Notwithstanding the foregoing  sentence,  in
the case of Stock  Appreciation  Rights granted in tandem with  Incentive  Stock
Options, the Change of Control Price shall be the highest price paid on the date
on which the Stock Appreciation Right is exercised.

SECTION 17.       GENERAL PROVISIONS

            17.1 Each award  under the Plan shall be subject to the  requirement
that,  if at any time  the  Committee  shall  determine  that  (i) the  listing,
registration or  qualification  of the Stock subject or related thereto upon any
securities  exchange  or under any state or federal  law, or (ii) the consent or
approval  of any  government  regulatory  body  or  (iii)  an  agreement  by the
recipient of an award with respect to the  disposition  of Stock is necessary or
desirable as a condition of , or in connection  with, the granting of such award
or the issuance,  purchase or delivery of Stock thereunder, such award shall not
be granted or exercised, in whole or in part, unless such listing, registration,
qualification,  consent,  approval  or  agreement  shall have been  effected  or
obtained free of any conditions not acceptable to the Committee.

            17.2  Nothing  set forth in this Plan shall  prevent  the Board from
adopting other or additional compensation arrangements.  Neither the adoption of
the Plan nor any award  hereunder shall confer upon any employee of the Company,
or of a Related  Company,  any right to  continued  employment.  No award  under
Section 14 shall confer upon any Outside Director any right to continued service
as a director.

            17.3  Determinations  by the Board or the  Committee  under the Plan
relating to the form,  amount,  and terms and  conditions  of awards need not be
uniform,  and may be made selectively  among persons who receive or are eligible
to receive  awards  under the Plan,  whether or not such  persons are  similarly
situated.

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            17.4 No member of the Board or the  Committee,  nor any  officer  or
employee of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action,  determination or interpretation taken or made
with respect to the Plan, and all members of the Board and the Committee and all
officers and  employees of the Company  acting on their  behalf,  shall,  to the
extent  permitted by law, be fully  indemnified  and protected by the Company in
respect of any such action, determination or interpretation.

SECTION 18.       EFFECTIVE DATE OF PLAN

            The Plan became effective  immediately after the Closing (as defined
in the Purchase  Agreement,  dated April 22, 1992, among Willcox & Gibbs,  Inc.,
Compagnie  de  Distribution  de  Materiel  Electrique,  International  Technical
Distributors,  Inc., and Southern  Electric Supply Company,  Inc.). The Plan was
amended and  restated  effective  January  24,  1994  subject to approval by the
Company's stockholders,  which was obtained on May 12, 1994, and was amended and
restated by the Board  effective  March 25, 1997. This amendment and restatement
of the Plan  shall  be  effective  May 14,  1998,  subject  to  approval  by the
Company's shareholders.