EXHIBIT 10.11

                               AMENDMENT NO. 5 TO
                           REVOLVING CREDIT AGREEMENT


          THIS AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENT dated as of January
14, 1997 (the "Fifth  Amendment") amends that certain Revolving Credit Agreement
dated as of November 12, 1992 (the "Original  Agreement") by and among Worldtex,
Inc. (as successor to Willcox & Gibbs,  Inc.) (the "Borrower"),  the Banks party
thereto,  and NationsBank,  N.A. (as successor to NationsBank of North Carolina,
N.A.)  ("NationsBank")  in its capacity both as the Agent for the Banks (in such
capacity,  the "Agent") and as a Bank, as previously  amended by Amendment No. 1
to Revolving  Credit and Term Loan  Agreement  dated as of January 15, 1993 (the
"First Amendment");  Amendment No. 2 to Revolving Credit and Term Loan Agreement
dated as of September  30, 1993 (the  "Second  Amendment");  Amendment  No. 3 to
Revolving  Credit and Term Loan Agreement  dated as of July 15, 1994 (the "Third
Amendment") and Amendment No. 4 to Revolving  Credit  Agreement dated as of June
13, 1996 (the "Fourth  Amendment").  The Original  Agreement,  as amended by the
First  Amendment,  the  Second  Amendment,  the Third  Amendment  and the Fourth
Amendment, is hereinafter collectively referred to as the "Agreement".

          Unless otherwise  defined in this Fifth Amendment,  terms used but not
otherwise defined herein shall have the meaning set forth in the Agreement. In
accordance with Section 8.01 of the Agreement,  the Borrower,  the Banks and the
Agent hereby agree to amend the Agreement as follows:

               1. Section 1.1 of the Agreement is hereby  amended to by deleting
          the definitions set forth below and restating them as follows:

                    "Required  Banks"  means as of any date,  a Bank or Banks on
               such date having Credit Exposures (as defined below)  aggregating
               at least 57%, if there are then at least three Banks,  or 75%, if
               there are then fewer than three Banks,  of the  aggregate  Credit
               Exposures  of all  the  Banks.  For  purposes  of  the  preceding
               sentence,  the amount of the "Credit Exposure" of each Bank as of
               any date shall be equal to the aggregate  principal amount of the
               Advances  plus the  aggregate  unutilized  amounts of such Bank's
               Commitment  as of such date plus the amount of such Bank's  share
               of the aggregate undrawn stated amount of outstanding  Letters of
               Credit and of the reimbursement obligations thereunder as of such
               date plus such  Bank's  share of  outstanding  drafts  created as
               Banker's  Acceptances by  NationsBank  as of such date;  provided
               that,  if any Bank shall have  failed to pay to  NationsBank  its
               share of any  drawing  under  any  Letter  of Credit or under any
               Advance made with respect to Banker's  Acceptances as provided in
               Subsection  2.01(c)(vi) such Bank's Credit Exposure  attributable
               to such Letter of Credit and Banker's  Acceptance shall be deemed
               to be held by NationsBank for purposes of this definition


<PAGE>

                    "Termination  Date" means, with respect to the Extensions of
               Credit,  the  earliest to occur of (a) May 31,  1999,  or (b) the
               date of the termination in whole of the  Commitments  pursuant to
               Sections 2.03 or 6.01.

               2. Section  5.02(h) of the Agreement is hereby  amended by adding
          the following as clause (xv) and  renumbering  existing clause (xv) to
          become (xvi):

                    ", (xv) loans, advances, indebtedness or other contributions
               associated with joint ventures in India and China in an aggregate
               amount not to exceed at any time $5,000,000, and"

               3.  Section  5.02(q) of the  Agreement  is hereby  deleted in its
          entirety and replaced with the following:

                    "(q) Consolidated  Adjusted Net Worth.  Permit  Consolidated
               Adjusted  Net  Worth to be less  than the sum of (i)  $70,000,000
               plus (ii) 50% of Consolidated  Net Income for each fiscal quarter
               ending  after  December  31,  1993;  provided,   however,  it  is
               understood and agreed that Consolidated Net Income will be deemed
               to be $0 for purposes of this  calculation for any fiscal quarter
               in which  Consolidated  Net Income of the  Borrower is a negative
               number."

               4.  Section  5.02(r) of the  Agreement  is hereby  deleted in its
          entirety and replaced with the following:

                    "(r) Consolidated Capital Expenditures.  Permit Consolidated
               Capital  Expenditures  made  during  any  fiscal  year to  exceed
               $16,000,000."

               5. Fees and Expenses. The Borrower shall pay all reasonable legal
          fees and out-of-pocket  expenses (including,  without limitation,  the
          reasonable legal fees and expenses of Moore & Van Allen, PLLC, special
          counsel to  NationsBank)  incurred by each Bank in connection with the
          execution, delivery and enforcement of this Fifth Amendment.

               6. Miscellaneous.
                  --------------

                  (a)  This Fifth  Amendment  may be  executed in  any number of
               counterparts   and  by  different   parties  hereto  in  separate
               counterparts,  each of which when taken together shall constitute
               one and the same agreement.

                  (b)  Except as  specifically  amended  hereby,  the  Agreement
               shall  continue in full force and effect in  accordance  with its
               terms,  and the  Agreement,  as amended  hereby,  is ratified and
               confirmed in all respects by the undersigned.

                  (c)  This  Fifth  Amendment shall be governed by and construed
               in accordance with the laws of the State of New York.



<PAGE>


          IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to be
executed by their respective  officers  thereunto duly authorized as of the date
first written above.


                                 WORLDTEX, INC.


                                 By:
                                       -----------------------------------------
                                 Name:
                                       -----------------------------------------
                                 Title:
                                       -----------------------------------------


COMMITTED AMOUNT:                NATIONSBANK, N.A., as a Bank and as Agent
-----------------


$15,000,000                      By:
                                       -----------------------------------------
                                 Name:
                                       -----------------------------------------
                                 Title:
                                       -----------------------------------------


                                 BANK OF AMERICA ILLINOIS


$15,000,000                      By:
                                       -----------------------------------------
                                 Name:
                                       -----------------------------------------
                                 Title:
                                       -----------------------------------------


                                 BANQUE NATIONALE DE PARIS,
                                 HOUSTON AGENCY


$5,000,000                       By:
                                       -----------------------------------------
                                 Name:
                                       -----------------------------------------
                                 Title:
                                       -----------------------------------------