STANDSTILL AGREEMENT

            Standstill Agreement, dated as of March 27, 2000 (this "AGREEMENT"),
among  (i) EGS  Associates,  L.P.,  a  Delaware  limited  partnership,  (ii) EGS
Partners,  L.L.C., a Delaware limited liability company ("EGS PARTNERS"),  (iii)
Bev Partners, L.P., a Delaware limited partnership, (iv) Jonas Partners, L.P., a
New York limited  partnership,  (v) FK  Investments,  L.P.,  a Delaware  limited
partnership ("FK INVESTMENTS"),  (vi) William Ehrman,  (vii) Frederic Greenberg,
(viii) Jonas Gerstl,  (ix) Julia Oliver, (x) EGS Management,  L.L.C., a Delaware
limited  liability  company  ("EGS  MANAGEMENT"  and,  together with the Persons
referred to in the preceding  clauses (i) through (ix), the "EGS PARTIES"),  and
(xi) Worldtex, Inc., a Delaware corporation (the "COMPANY").

            The EGS Parties are the beneficial owners of shares of common stock,
par value $.01 per share (the "COMMON STOCK"), of the Company, which in the case
of certain EGS Parties  aggregates  4,878,495 shares, or approximately  34.2% of
the outstanding  shares.  Under the terms of the Rights  Agreement,  dated as of
August 1, 1992 (the  "RIGHTS  AGREEMENT"),  between the Company and  ChaseMellon
Shareholder Services L.L.C., as successor to Chemical Bank, as Rights Agent, the
rights to  acquire  additional  shares of the  Company  issued  under the Rights
Agreement will become exercisable by the shareholders of the Company, other than
the EGS  Parties,  unless  the  Rights  Agreement  is  amended or the rights are
redeemed  by the  Company.  In order to induce  the  Company to amend the Rights
Agreement  as provided  herein,  the EGS Parties  have agreed to enter into this
Agreement.

            Accordingly, the parties hereto agree as follows:

            1.    CERTAIN DEFINITIONS.  (a) The following terms shall have
the following meanings:

            "ACQUISITION  PROPOSAL"  means any  offer or  proposal  for,  or any
indication of interest in, (i) a merger or other business combination  involving
the Company or any of its  Subsidiaries,  (ii) the  acquisition by any Person or
Persons of beneficial  ownership of  Restricted  Securities  representing,  on a
fully  exercised  basis,  more than 5% of the Total Voting  Power,  or (iii) the
acquisition by any Person or Persons of all or a substantial  part of the assets
of the Company or any of its Subsidiaries or of any equity  securities of any of
the Company's Subsidiaries.

            "AFFILIATE"  means,  with  respect to any Person,  any other  Person
directly or indirectly controlling, controlled by, or under common control with,
such  Person.  For the  purposes of this  definition,  "CONTROL"  when used with
respect to any Person means the possession, directly or indirectly, of the power
to direct or cause the  direction of the  management or policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "CONTROLLING" and "CONTROLLED"  have meanings  correlative to the
foregoing.

            "AGREEMENT" is defined in the first paragraph of this Agreement.

<PAGE>

            "AVERAGE  CLOSING  PRICE"  means,  with  respect  to any  Restricted
Security,  the  arithmetic  average  of the  closing  prices of such  Restricted
Security on the national securities exchange (as defined under the Exchange Act)
located in or nearest  to the City of New York on which  such  security  is then
listed or, if not listed on any  national  securities  exchange,  as reported by
NASDAQ, for any specified days.

            "BENEFICIAL OWNERSHIP" and "BENEFICIALLY OWN" shall be determined in
accordance with Rule 13d-3 under the Exchange Act.

            "BUSINESS  DAY" means a day on which the New York Stock  Exchange is
open for trading.

            "CLOSING DATE" means the date of this Agreement.

            "COMMON STOCK" is defined in the second paragraph of this
Agreement.

            "COMPANY" is defined in the first paragraph of this Agreement.

            "CONTINUING  DIRECTOR" means any member of the Board of Directors of
the Company on the date of this  Agreement  and any  successor  of a  Continuing
Director  whose  nomination  or election has been  approved by a majority of the
Continuing Directors then on the Board of Directors.

            "EGS MANAGEMENT" is defined in the first paragraph of this
Agreement.

            "EGS PARTIES" is defined in the first paragraph of this Agreement.

            "EGS PARTNERS" is defined in the first paragraph of this
Agreement.

            "EGS PERSON" means any EGS Party and any Affiliate of an EGS
Party.

            "EXCHANGE  ACT"  means  the  Securities  Exchange  Act of  1934,  as
amended, and the rules and regulations promulgated thereunder.

            "FK INVESTMENTS" is defined in the first paragraph of this
Agreement.

            "FULLY EXERCISED BASIS" means, in determining  beneficial  ownership
of Voting Securities by any Person, an assumption that all securities and rights
convertible into or exercisable for Voting Securities beneficially owned by such
Person have been fully  converted and exercised,  regardless of whether by their
terms they may be so converted and exercised at that time, but without  assuming
conversion or exercise by any other Person.

            "GROUP" shall have the meaning  provided  under Section  13(d)(3) of
the Exchange Act.

            "MANAGED ACCOUNTS" is defined in Section 6(b).

<PAGE>

            "PERCENTAGE LIMITATION" means that number of Voting Securities which
then  represents  the lesser of (i) 34.2% of the Total Voting Power and (ii) the
highest  percentage  of the Total  Voting  Power  beneficially  owned by any EGS
Person immediately following any sale or transfer of shares of Voting Securities
by an EGS Person,  PROVIDED that if the percentage  under this clause (ii) shall
be less than the Rights Threshold,  the applicable  percentage under this clause
(ii) shall be deemed to be the Rights Threshold.

            "PERSON" means an  individual,  corporation,  partnership,  company,
limited liability company, joint venture,  association,  trust, group, any other
unincorporated   organization  or  entity  and  a  governmental  entity  or  any
department or agency thereof.

            "RESTRICTED  SECURITIES"  means any Voting  Securities and any other
securities or rights  convertible  into or exercisable  (whether  immediately or
otherwise) for Voting Securities.

            "RIGHTS AGREEMENT" is defined in the second paragraph of this
Agreement.

            "RIGHTS  THRESHOLD" means the minimum percentage of shares of Common
Stock required to be beneficially  owned by a Person in order for such Person to
be an "Acquiring Person" under the Rights Agreement,  or under any substantially
similar rights agreement subsequently adopted by the Company, as such percentage
may be amended  from time to time  (which  percentage  is 20% as of the  Closing
Date).

            "SECURITIES  ACT" means the Securities Act of 1933, as amended,  and
the rules and regulations promulgated thereunder.

            "SUBSIDIARY"  means, with respect to any Person,  any corporation in
which such Person  beneficially  owns securities  representing a majority of the
combined  voting power of voting  interests  entitled to vote  generally for the
election of directors.

            "TERM" means the period commencing on the date of this Agreement and
ending on the termination date specified in Section 7.

            "TOTAL VOTING  POWER" means the aggregate  number of votes which may
be cast by holders of outstanding Voting  Securities.  In determining the number
of outstanding Voting Securities,  Voting Securities held in the treasury of the
Company shall not be deemed to be outstanding.

            "VOTING  SECURITIES" means the Common Stock and any other securities
of the Company  entitled to vote  generally for the election of directors of the
Company.

                  (b) Unless herein  otherwise  provided,  or unless the context
shall otherwise  require,  words importing the singular number shall include the
plural number, and vice versa; the terms "HEREIN",  "HEREOF" and "HEREUNDER", or
other  similar  terms,  refer to this  Agreement  as a whole and not only to the
particular  sentence,  paragraph,  subsection or Section in which any such terms
may be  employed;  and a reference to any Person  shall  include  such  Person's
predecessors and successors.

<PAGE>

            2.  INVESTMENT  COVENANTS.  Each EGS Party  covenants  and agrees as
follows:

                  (a)  Each  EGS  Party  will  not,  and  will  not  permit  its
Affiliates to, directly or indirectly:

                  (1)  Beneficially  own any Restricted  Security if, on a fully
      exercised basis, any EGS Person would, in the aggregate,  beneficially own
      Voting  Securities  in excess of the  Percentage  Limitation,  or acquire,
      solicit an offer to sell or agree to acquire,  any Restricted  Security if
      the effect of such  acquisition,  on a fully exercised basis,  would be to
      increase  the  aggregate  number of Voting  Securities  then  beneficially
      owned, directly or indirectly, by any EGS Person, to a number greater than
      the  Percentage  Limitation;  PROVIDED  that an EGS Person shall not be in
      violation  of this  provision  by reason of its  beneficial  ownership  of
      Restricted  Securities which complied with the Percentage  Limitation when
      such Restricted Securities first became beneficially owned by it but which
      subsequently exceeded the Percentage Limitation as a result of a reduction
      in the number of outstanding  Voting Securities in a transaction  approved
      by a majority of the Continuing Directors.

                  (2) Take any action to advise,  encourage  or assist any other
      Person to purchase or acquire in any manner any  Restricted  Security,  or
      participate  with or provide  assistance  to any Person in the purchase or
      other acquisition of any Restricted Security, PROVIDED that this provision
      shall not  prohibit  reports to Persons  whose funds are managed by an EGS
      Party  regarding  their  investment  in  Restricted  Securities  that  are
      beneficially owned by an EGS Party.

                  (3) Make any public announcement or filing with respect to, or
      submit to the Company or any of its directors, officers, employees, agents
      or representatives, an Acquisition Proposal, or take any action to advise,
      encourage or assist any other Person to make an Acquisition Proposal.

                  (4) Become a member of a group with respect to any  Restricted
      Securities,  other than a group  consisting  solely of the EGS Parties and
      EGS Persons.

                  (5)  Make,   or  in  any  way   encourage   or  support,   any
      "solicitation" of "proxies" (as such terms are defined in Rule 14a-1 under
      the Exchange  Act) to vote any Voting  Security,  or agree or announce its
      intention to vote with any Person undertaking a "solicitation," or seek to
      advise,  encourage or  influence  any Person with respect to the voting of
      any Voting Security.

                  (6) Deposit any  Restricted  Security in a voting  trust,  or,
      except as contemplated by this Agreement,  subject any Restricted Security
      to a voting or similar agreement.

                  (7) Sell, transfer, pledge or otherwise dispose of or encumber
      any  Restricted  Security or any interest in any Restricted  Security,  or
      agree to take any of the foregoing actions, except

<PAGE>

                        (i) a sale  of a  Restricted  Security  so  long  as the
                  amount of Restricted  Securities sold, together with all sales
                  of Restricted  Securities of the same class by all EGS Persons
                  within  the  preceding  90  days,  does not  exceed  5% of the
                  outstanding  number  of  shares  or  units  of such  class  of
                  Restricted   Securities;   PROVIDED  that  no  sale  shall  be
                  permitted hereunder if the buyer would, after giving effect to
                  such  sale,  be the  beneficial  owner  of  Voting  Securities
                  representing  5% or more of the Total Voting Power;  PROVIDED,
                  FURTHER,  that a sale  of a  Restricted  Security  may be made
                  without  restriction  if at the  time  of  such  sale  the EGS
                  Persons  beneficially own in the aggregate  Voting  Securities
                  representing less than 5% of the Total Voting Power; or

                        (ii) pursuant to a tender or exchange  offer made by the
                  Company or pursuant to other  written  request of the Company;
                  or

                        (iii) pursuant to an Acquisition  Proposal approved by a
                  majority of the Continuing Directors; or

                        (iv) a  BONA  FIDE  pledge  to a  nationally  recognized
                  financial  institution  to secure  indebtedness  for  borrowed
                  money on a full recourse  basis to the pledgor,  PROVIDED that
                  the  pledgee  agrees,  in a  manner  satisfactory  in form and
                  substance to the Company,  to be bound by the  obligations  of
                  the EGS Persons under this Agreement if the pledgee forecloses
                  on such pledged Restricted Securities; or

                        (v)  a  BONA  FIDE  pledge  to a  nationally  recognized
                  financial  institution  to secure  indebtedness  for  borrowed
                  money on a full  recourse  basis to the pledgor of  Restricted
                  Securities  held in a margin  account  commingled  with  other
                  securities under management by an EGS Party if the proceeds of
                  such borrowings  were utilized to purchase  securities held in
                  such account; or

                        (vi) a transfer to another EGS Party.

                  (8)   Initiate  or  propose  any   shareholder   proposal  for
      submission to a vote of holders of Voting  Securities,  propose any Person
      for election to the Board of Directors of the Company or otherwise seek to
      control or influence the management or policies of the Company.

                  (9)  Allow any  Person  other  than an EGS  Person to have the
      power to vote or direct  the vote of any  Voting  Securities  beneficially
      owned by any EGS Person,  except for (i) votes that  comply  with  Section
      2(e) and  (ii) the  grant of a proxy  to an  officer  or  director  of the
      Company.

<PAGE>

                  (10)  Disclose to any other  Person,  or make any filing under
      the  Exchange  Act   disclosing,   any  intention,   plan  or  arrangement
      inconsistent with the provisions of this Section 2(a).

                  (11) Request the Company (or any of its  directors,  officers,
      employees,  agents  or  representatives)  to waive,  amend or  modify  any
      provision of this Section 2(a),  except in response to a request to an EGS
      Party from the Company for some action by such EGS Party.

                  (b) It  shall  not be a  violation  of  Section  2(a)(7)  if a
Managed  Account  shall  terminate  the  authority of an EGS Party to manage the
investments of such Managed Account and withdraw the Voting  Securities from the
custody and control of all EGS Persons such that no EGS Person is thereafter the
beneficial owner of such Voting Securities. In addition, if FK Investments shall
no longer  be an  Affiliate  of any other EGS Party and shall  provide a written
representation,  warranty  and covenant to the  Company,  in form and  substance
satisfactory to the Company,  that neither it nor any of its Affiliates is then,
nor will it at any time during the remainder of the Term become,  the beneficial
owner of more than 248,000 shares of Common Stock or any other Voting  Security,
then the Company shall release FK Investments  from its  obligations  under this
Agreement  (other  than  with  respect  to  such  representation,  warranty  and
covenant).

                  (c)   [Intentionally omitted]

                  (d) AGREEMENT TO PROVIDE INFORMATION. Each EGS Party agrees to
provide  to the  Company  all  information  concerning  any EGS Person as may be
necessary  for the  Company to prepare  any  reports or filings  required by the
Securities  Act,  the  Exchange  Act,  or other  applicable  federal  and  state
securities laws.

                  (e) VOTING.  Each EGS Party shall cause all Voting  Securities
beneficially  owned by it or any EGS Person  over which it or any EGS Person has
the power to vote or direct the vote to be  represented,  in person or by proxy,
at all meetings of holders of Voting Securities,  so that such Voting Securities
may be counted for the purpose of  determining  the presence of a quorum at such
meetings.  On each matter voted upon by holders of Voting  Securities,  each EGS
Party  shall  cause all Voting  Securities  beneficially  owned by it or any EGS
Person to be voted, at its option, (i) in the manner recommended by the Board of
Directors of the Company for such matter or (ii) in the same  proportion  as the
votes of holders of Voting Securities (other than the EGS Persons) voted on such
matter.

                  (f) ADDITIONAL EGS PARTIES. If any EGS Person not an EGS Party
shall become the  beneficial  owner of  Restricted  Securities,  the EGS Parties
shall  cause such EGS Person  prior to its  becoming  such  beneficial  owner to
execute and deliver to the  Company a valid and  binding  agreement  of such EGS
Person, in form and substance  satisfactory to the Company,  providing that such
EGS Person shall comply with the obligations set forth in this Agreement of, and
shall be deemed to be, an EGS Party.

<PAGE>

            3. RIGHT TO PURCHASE  RESTRICTED  SECURITIES.  Each EGS Party agrees
that, in the event of any violation of Section 2(a)(1), in addition to its other
rights and remedies,  the Company or any Person  designated by the Company shall
have the  right  and  option  to  purchase  from  each EGS Party and each of its
Affiliates,  and each EGS Party shall sell and cause their  Affiliates  to sell,
such Restricted Securities  beneficially owned by them as is necessary to reduce
the total combined voting power of all Voting Securities  beneficially owned, on
a fully  exercised  basis,  by all EGS Persons,  in the  aggregate,  to the then
applicable  Percentage  Limitation.  Any Restricted  Securities purchased by the
Company or its designee  pursuant to this Section shall be purchased for cash at
a price per share or other unit equal to the lower of (i) the  weighted  average
cost per share or other unit to all EGS Persons of all Restricted  Securities of
the class to be purchased then held by them, and (ii) the Average  Closing Price
of the Restricted Securities of the class to be purchased for the 20 consecutive
Business Days ending five Business Days  preceding the date on which the Company
or its designee gives written notice to EGS Management of its intent to exercise
its option under this Section. The right and option provided for in this Section
shall be exercised by the Company's delivery of written notice,  within 180 days
after the Company  first learns of the event giving rise to such option,  to EGS
Management  specifying  the  nature  of such  event,  the  number  and  class of
Restricted  Securities to be purchased and the date on which said purchase shall
occur,  which  date  shall be not less than five nor more than 60 days after the
date on which such notice was given to EGS Management.

            4. FEES AND EXPENSES.  In reimbursement of the Company's current and
future expenses  relating to the negotiation of this Agreement,  the EGS Parties
agree,  jointly and  severally,  to pay to the Company (a)  $400,000 on April 3,
2000,  (b)  $200,000  on the fifth  Business  Day after  January 1, 2001 and (c)
$200,000 on the fifth Business Day after January 1, 2002.

            5. AMENDMENT OF RIGHTS  AGREEMENT.  On the Closing Date, the Company
shall amend the Rights Agreement as provided in Exhibit A to this Agreement (the
"RIGHTS PLAN AMENDMENT").

            6. REPRESENTATIONS AND WARRANTIES.

                  (a) REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each EGS Party that (i) the Company has the corporate
power and authority to enter into and perform this Agreement and the Rights Plan
Amendment,  (ii) the execution and delivery of this Agreement by the Company and
the  performance  by it of its  obligations  under this Agreement have been duly
authorized by the Company, and (iii) this Agreement constitutes a valid, binding
and enforceable agreement of the Company.

                  (b)  REPRESENTATIONS  AND WARRANTIES OF THE EGS PARTIES.  Each
EGS Party  represents  and  warrants to the Company  that (i) such EGS Party has
full legal right,  power and authority to enter into and perform this Agreement,
(ii)  the  execution  and  delivery  of this  Agreement  by such EGS  Party  and
performance by such EGS Party of its obligations  under this Agreement have been
duly  authorized by such EGS Party,  (iii) this  Agreement  constitutes a valid,
binding and  enforceable  Agreement of such EGS Party,  (iv) William  Lautman is
not, as of the date of this Agreement, an Affiliate of any EGS Person and is not
the  beneficial  owner  of  any  Restricted  Securities,   (v)  each  EGS  Party

<PAGE>

beneficially  owns the number of shares of Common  Stock set forth  opposite its
name on Exhibit B hereto and no other Voting  Securities,  (vi) 3,110,618 shares
of Common  Stock are held in  discretionary  accounts for the benefit of Persons
other than EGS Persons (together the "MANAGED ACCOUNTS"), in each case under the
investment  management  of  EGS  Partners,  (vii)  EGS  Partners  has  the  sole
discretion  to vote and to  dispose  of the  shares of Common  Stock held in the
Managed Accounts,  (viii) the statements in the Statement on Schedule 13D, dated
February 28, 2000,  filed by the EGS Parties with the SEC relating to the Common
Stock (the  "SCHEDULE  13D") are true and correct as of the Closing  Date in all
material  respects  and do not as of the Closing Date omit to state any material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading (it being  understood  that the number of shares of Common Stock
beneficially  owned as of the  Closing  Date is  correctly  stated in  Exhibit B
hereto) and (ix) no EGS Party has any agreement,  arrangement  or  understanding
with any Person with respect to any matter that such EGS Party is  prohibited to
do by this Agreement.

            7. TERM. The  obligations of the parties under this Agreement  shall
terminate  and be of no further  force and effect on and after the tenth  (10th)
anniversary of the Closing Date.

            8. MISCELLANEOUS.

                  (a) SEVERABILITY. If any one or more of the provisions of this
Agreement shall be held to be invalid,  illegal or unenforceable,  the validity,
legality or enforceability  of the remaining  provisions of this Agreement shall
not be affected  thereby.  To the extent permitted by applicable law, each party
waives any  provision  of law which  renders  any  provision  of this  Agreement
invalid, illegal or unenforceable in any respect.

                  (b)  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding
upon and shall  inure to the  benefit of and be  enforceable  by and against the
successors and assigns of the parties hereto.  No right or obligation  hereunder
of any EGS Party shall be assignable without the consent of the Company, and any
such purported assignment shall be void.

                  (c) ENTIRE AGREEMENT;  MODIFICATION. This Agreement sets forth
the entire  agreement  and  understanding  among the parties with respect to the
subject matter hereof and supersedes all agreements and understandings among the
parties  with  respect to the subject  matter  hereof  entered into prior to the
execution  hereof.  This Agreement may be modified only by a written  instrument
duly  executed  by or on behalf of each party and,  in the case of the  Company,
only if  approved by a majority of the  Continuing  Directors.  No breach of any
covenant,  agreement,  warranty or representation  shall be deemed waived unless
expressly  waived in writing by and on behalf of the party who might assert such
breach  and,  in the case of a breach of any EGS Party,  only if  approved  by a
majority of the Continuing Directors.

                  (d)  NOTICES.  Any  notice,   direction  or  other  advice  or
communication  required or permitted to be given  hereunder  shall be in writing
and shall be given by certified mail, next business day delivery service such as
Federal Express or personal  delivery against receipt to the party to whom it is
to be given at such party's  address set forth below or to such other address as
the party shall have  furnished in writing in accordance  with the provisions of

<PAGE>

this  Section.  Any notice or other  communication  shall be deemed to have been
given on the fifth business day after so mailed,  on the next business day after
dispatch  when sent by such  delivery  service  or as of the date so  personally
delivered.

            If to the Company:

            Worldtex, Inc.
            915 Tate Boulevard, S.E., Suite 106
            Hickory, North Carolina  28602
            Attention:  Chief Executive Officer

            If to any EGS Party:

            c/o EGS Management L.L.C.
            350 Park Avenue, 11th Floor
            New York, New York  10022
            Attention:  William Ehrman

                  (e)  GOVERNING  LAW. This  Agreement  shall be governed by and
construed  in  accordance  with the  substantive  law of the  State of  Delaware
without giving effect to the principles of conflict of laws thereof.

                  (f)   COUNTERPARTS.   This   Agreement   may  be  executed  in
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one and the same agreement.

                  (g) EFFECT OF HEADINGS.  The section  headings  herein are for
convenience only and shall not affect the construction thereof.

                  (h) SPECIFIC  PERFORMANCE.  Each EGS Party recognizes that any
breach  of the  terms of this  Agreement  by an EGS  Person  shall  give rise to
irreparable  harm for which money damages would not be an adequate  remedy,  and
accordingly  agrees that,  in addition to other  remedies,  the Company shall be
entitled  to  enforce  the  terms  of this  Agreement  by a decree  of  specific
performance without the necessity of proving the inadequacy as a remedy of money
damages.

                  (i) CONSENT TO  JURISDICTION;  RECEIPT OF PROCESS.  Each party
hereby consents to the jurisdiction of, and confers  non-exclusive  jurisdiction
upon,  any federal court located in the State of Delaware and the Chancery Court
of the State of Delaware,  and appropriate appellate courts therefrom,  over any
action, suit or proceeding arising out of or relating to this Agreement,  or any
of the transactions  contemplated  hereby. Each party hereby irrevocably waives,
and agrees not to assert as a defense in any such  action,  suit or  proceeding,
any  objection  which it may now or hereafter  have to venue of any such action,
suit or  proceeding  brought  in any such  federal  or state  court  and  hereby
irrevocably waives any claim that any such action, suit or proceeding brought in
any such court or tribunal has been brought in an inconvenient forum. Process in
any such action,  suit or proceeding  may be served on any party anywhere in the

<PAGE>

world,  whether  within or without the State of Delaware,  provided  that notice
thereof is provided pursuant to provisions for notice under this Agreement.

                         [Remainder of this page blank.]

<PAGE>


            IN  WITNESS  WHEREOF,  the  parties  hereto  and  have  caused  this
Agreement to be duly executed as of the day and year first above written.

WORLDTEX, INC.                              EGS ASSOCIATES, L.P.
                                            BEV PARTNERS, L.P.
                                            JONAS PARTNERS, L.P.
By:___________________________              FK INVESTMENTS, L.P.
   Name:                                    By:  EGS MANAGEMENT, L.L.C.,
   Title:                                         as General Partner


                                          By:___________________________
                                             Name:  William Ehrman
                                             Title: Managing Member

                                          EGS MANAGEMENT, L.L.C.


                                          By:___________________________
                                             Name:  William Ehrman
                                             Title: Managing Member

                                          EGS PARTNERS, L.L.C.


                                          By:___________________________
                                             Name:  William Ehrman
                                             Title: Member



                                          ______________________________
                                                   William Ehrman



                                          ______________________________
                                                Frederic Greenberg



                                          ______________________________
                                                   Jonas Gerstl



                                          ______________________________
                                                   Julia Oliver

<PAGE>

                                                            EXHIBIT A TO
                                                            STANDSTILL AGREEMENT

                       AMENDMENT NO. 5 TO RIGHTS AGREEMENT
                       -----------------------------------


            AMENDMENT  NO. 5, dated as of March 27, 2000 (the  "Amendment"),  to
the  Rights  Agreement,  dated as of August 1,  1992 (the  "Rights  Agreement"),
between Worldtex, Inc., a Delaware corporation (the "Company"),  and ChaseMellon
Shareholder  Services,  L.L.C.,  a New  Jersey  limited  liability  company,  as
successor to Chemical Bank (the "Rights Agent").  Capitalized terms used but not
defined  herein  shall  have  the  meanings  given to such  terms in the  Rights
Agreement.

            WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights; and

            WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 28 thereof;

            NOW,  THEREFORE,   in  consideration  of  the  premises  and  mutual
agreements  set forth in the Rights  Agreement and this  Amendment,  the parties
hereby agree as follows:


            1. The last  sentence  of  Section  1(a) is  amended  by  inserting,
immediately following the words "Notwithstanding the foregoing,":

                  (x) no EGS Person (as  defined  in the  Standstill  Agreement)
                  shall on or prior to March 22,  2000 be deemed to have been or
                  thereafter shall be or become an "Acquiring Person" during the
                  Term (as defined in the Standstill Agreement) unless the Board
                  of Directors of the Company shall have  determined in its sole
                  and  absolute  discretion  that there has been a breach of any
                  covenant,  agreement,  warranty  or  representation  of an EGS
                  Person made in or pursuant to the Standstill Agreement that is
                  not waived by the Company in accordance with the  requirements
                  of the Standstill Agreement, in which case any EGS Person that
                  would be an  Acquiring  Person  but for this  clause (x) shall
                  immediately be deemed an "Acquiring Person"; and (y).

            2.  Section  1(x) is amended to insert the  following  at the end of
such  sentence:  ", PROVIDED that the date of any public  announcement  prior to
March 22, 2000 that any EGS Person (as defined in the Standstill  Agreement) has
acquired the beneficial  ownership of 20% or more of the Common Shares shall not
be deemed to be a Share Acquisition Date."

            3. Section 1 is amended to insert after  subsection (aa) thereof the
following:

<PAGE>

                  (bb)   "Standstill   Agreement"   shall  mean  the  Standstill
                  Agreement,   dated  as  of  March  27,  2000,  among  (i)  EGS
                  Associates,  L.P., a Delaware  limited  partnership,  (ii) EGS
                  Partners,  L.L.C., a Delaware limited liability company, (iii)
                  Bev Partners, L.P., a Delaware limited partnership, (iv) Jonas
                  Partners,  L.P.,  a  New  York  limited  partnership,  (v)  FK
                  Investments,   L.P.,  a  Delaware  limited  partnership,  (vi)
                  William Ehrman, (vii) Frederic Greenberg, (viii) Jonas Gerstl,
                  (ix) Julia  Oliver,  (x) EGS  Management,  L.L.C.,  a Delaware
                  limited liability company, and (xi) the Company.

            4. The term  "Agreement"  as used in the Rights  Agreement  shall be
deemed to refer to the Rights Agreement as amended hereby.

            5. This  Amendment  may be executed in  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.



                         [Remainder of this page blank]

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.

                                          WORLDTEX, INC.


                                          By:___________________________________
                                             Name:  Barry D. Setzer
                                             Title: Chairman of the Board,
                                                    President and Chief
                                                    Executive Officer


                                          CHASEMELLON SHAREHOLDER SERVICES,
                                          L.L.C.

                                          By:___________________________________
                                             Name:
                                             Title:

<PAGE>

                                                            EXHIBIT B TO
                                                            STANDSTILL AGREEMENT





                                             SHARES OF COMMON STOCK
NAME                                           BENEFICIALLY OWNED
----                                           ------------------

EGS Associates, L.P.                                1,083,430
EGS Partners, L.L.C.                                3,110,618
Bev Partners, L.P.                                    414,947
Jonas Partners, L.P.                                   21,500
FK Investments, L.P.                                  248,000
William Ehrman                                      4,878,495
Frederic Greenberg                                  4,878,495
Jonas Gerstl                                        4,878,495
Julia Oliver                                        4,878,495
EGS Management, L.L.C.                              1,767,877
                                                    ---------
Total for all EGS Persons                           4,878,495