EXHIBIT 10.5


      EMPLOYMENT  AGREEMENT  dated  as of  December  22,  1998,  by and  between
Worldtex,  Inc.  ("Employer"),  a Delaware corporation whose business address is
212 12th Avenue, N.E., Hickory, North Carolina 28601, and Marty Kittrell,  whose
address is 1645 Sugarloaf Club Drive, Duluth, Georgia 30097 ("Employee").

      Employer desires to engage Employee to perform services as an executive of
Employer,  and  Employee  desires to  perform  such  services,  on the terms and
conditions hereinafter set forth.

      Accordingly, Employer and Employee agree as follows:

      1.    TERM
            ----

      Employer agrees to employ Employee to perform  services for Employer for a
period  commencing  with  the  date  of  this  Agreement  and  continuing  until
terminated  in  accordance  with  Section  10 or  Section  11  (the  "Employment
Period").

      2.    NATURE OF SERVICES
            ------------------

      Employee shall be employed as chief  financial and  accounting  officer of
Employer  and shall  perform  such duties as shall be assigned to him by, and in
the performance of his duties shall be subject to the direction of, the Board of
Directors  of  Employer  or its  designees  and the chief  executive  officer of
Employer.  Employee's  duties shall include the supervision of the financial and
accounting  affairs of Employer,  including  matters  involving raising capital,
cash  management,  budgeting and  forecasting,  SEC  reporting,  preparation  of
financial  statements and dealing with  securities  analysts.  Employee shall be
elected as a Senior Vice President of Employer.

      3.    AGREEMENT TO SERVE
            ------------------

      Employee agrees to his employment as described in Section 2, and agrees to
devote his full business time and efforts to the performance of his duties under
this  Employment  Agreement.   Employee  agrees  that,  in  the  course  of  his
employment,  he will  faithfully  observe  and carry out all of the  duties  and
responsibilities customarily owed by an employee to his employer.

      4.    COMPENSATION; EXPENSES; VACATIONS; FRINGE BENEFITS
            --------------------------------------------------

            (a) In consideration of his services  hereunder,  Employer shall pay
Employee such salary during the Employment Period as shall be fixed from time to
time by the  Compensation  Committee of the Board of Directors of Employer  (the
"Compensation Committee"),  which shall be no less than at a rate of $15,000 per
month (or a pro rata  amount for any  portion  of a month),  payable on the last
business day of each month during the Employment Period.  Employee's performance
shall be reviewed no less than  annually by the  Compensation  Committee  or the
chief executive officer.


<PAGE>

            (b) Employee shall be entitled to: (i)  reimbursement for reasonable
travel, entertainment and other expenses properly incurred in the performance of
his  duties  hereunder  upon  submission  of  vouchers  in  accordance  with the
Employer's  standard  procedures as in effect from time to time; (ii) reasonable
vacations in accordance with Employer's  regular practices  governing  employees
having duties  generally  comparable  to Employee,  which shall not be less than
four weeks per year;  (iii) an  automobile  reimbursement  allowance of $750 per
month;  and (iv) group insurance,  retirement and other group benefits  provided
from time to time by Employer to its employees.  In addition,  Employer will pay
the charges of the moving van company to transport  Employee's personal property
from Duluth, Georgia, to the Hickory, North Carolina area.

            (c) Employer  will grant to Employee,  within 30 days after the date
of this Agreement,  options to purchase  100,000 shares of Worldtex common stock
at an exercise  price per share equal to the closing price per share on the NYSE
Composite  Tape on the date of grant and otherwise  substantially  in accordance
with the grant letter attached as Exhibit A hereto.

            (d) Employer shall pay to Employee incentive bonus compensation with
respect to each fiscal year during the Employment  Period  (commencing  with the
1999 fiscal year), in an amount equal to 0.5% of Marginal Net Income of Employer
and its  subsidiaries  (the "Worldtex  Group") for such fiscal year (which bonus
shall in no event be less than $50,000 for the 1999 fiscal year).  "Marginal Net
Income of the  Worldtex  Group"  shall be the net income of the  Worldtex  Group
before all taxes and after interest  charges (but at an assumed interest rate of
4.5% per annum without  regard to the actual rate),  if any, which exceed 12% of
Net Assets  Employed by the Worldtex Group for the particular  fiscal year. "Net
Assets Employed by the Worldtex Group," with respect to a particular fiscal year
(the "Applicable Year"), shall be the mean between (i) the tangible net worth of
the Worldtex  Group as of the end of the  Applicable  Year and (ii) the tangible
net  worth  of the  Worldtex  Group as of the end of the  immediately  preceding
fiscal year.  Marginal Net Income of the Worldtex Group and Net Assets  Employed
by the Worldtex Group shall be determined in accordance with generally  accepted
accounting principles by Employer's  Compensation Committee following the end of
each such fiscal  year and  payment of any amount due to Employee  shall be made
not later than 30 days  following  the  completion  of the annual audit for such
fiscal year. In the event the  Employment  Period is terminated  during a fiscal
year,  the amount  payable to Employee  pursuant to the foregoing  provisions of
this Section 4(d) with respect to such fiscal year shall be in the same ratio to
the amount  which would have been  payable for the full fiscal year as the ratio
of the number of days in such fiscal year up to the date of  termination to 365;
and the amount due shall be paid at the time prescribed for payment with respect
to a full fiscal year.

            (e)  Employee  shall be entitled to  indemnification  as provided in
Article TENTH of Employer's  Certificate of Incorporation  and to coverage under
Employer's  directors'  and  officers'  insurance on the same basis as the other
officers of Employer.


<PAGE>

      5.    NON-COMPETITION
            ---------------

            (a)  Employee  agrees  that  he will  not,  directly  or  indirectly
(individually  or for, with or through any other person,  firm or  corporation),
compete  with  Employer or any of the  subsidiaries  of Employer  (i) during the
Employment  Period with respect to any business carried on by Employer or any of
the  subsidiaries  of Employer or (ii) for a period of one year after the end of
the Employment  Period with respect to any business carried on at the end of the
Employment  Period by  Employer  or any of the  subsidiaries  of  Employer.  If,
however,  Employer  wrongfully  terminates the Employment  Period, the foregoing
provisions  of this  Section  5(a)  shall  cease to apply  from and  after  such
wrongful termination. Notwithstanding the foregoing, Employee shall be permitted
to own not in excess of one percent of any class of  securities  of any publicly
traded company,  PROVIDED  Employee is not part of any controlling  group and is
solely a passive investor.

            (b) The parties  intend that the  covenant  contained in the Section
5(a) shall be construed as a series of separate covenants,  once for each county
and city  included  within  each  state or other  jurisdiction  and,  except for
geographic coverage, each such separate covenant shall be deemed identical.  If,
in any  judicial  proceeding,  a court  shall  refuse to  enforce  any  separate
covenant,  then the unenforceable covenant shall be modified in order to make it
acceptable  to the court and  enforced  accordingly,  or, if  necessary,  deemed
eliminated to the extent necessary to permit the remaining separate covenants to
be enforced.

      6.    PATENTS; INVENTIONS
            -------------------

      All of Employee's interest in patents,  patent  applications,  inventions,
technological  innovations,   copyrights,  developments  and  processes  now  or
hereafter during the Employment  Period owned or developed by Employee  relating
to the business of Employer or any subsidiary or other affiliate shall belong to
the Employer,  and without  further  compensation,  but at  Employer's  expense,
forthwith  upon request of  Employer,  Employee  shall  execute any and all such
assignments  and  other  documents  and take any and all such  other  action  as
Employer  may  reasonably  request  in  order  to  vest in the  Employer  all of
Employee's   right,   title  and  interest  in  and  to  such  patents,   patent
applications, inventions, technological innovations, copyrights, developments or
processes, free and clear of liens, charges and encumbrances.

      7.    CONFIDENTIAL INFORMATION
            ------------------------

      All  confidential  information  which  Employee may now have or may obtain
during the  Employment  Period  relating to Employer or any  subsidiary or other
affiliate of Employer  shall not be  disclosed  to any other  person  during and
after the  termination  of the  Employment  Period  without  the  prior  written
permission of Employer,  and Employee shall return all tangible evidence of such
confidential  information  to  Employer  prior to or at the  termination  of the
Employment Period. Such information shall not include any information  otherwise
publicly known without assistance from Employee.


<PAGE>

      8.    SPECIFIC PERFORMANCE
            --------------------

      Employee acknowledges that the restrictions contained in Sections 5, 6 and
7 above are a reasonable and necessary  protection of the immediate interests of
Employer,  that any  violation  of these  restrictions  would cause  substantial
injury to Employer and that Employer would have not entered into this Employment
Agreement with Employee without receiving the additional  consideration  offered
by Employee in binding himself to these  restrictions.  In the event of a breach
or  threatened  breach by  Employee  of these  restrictions,  Employer  shall be
entitled  to apply to any  court of  competent  jurisdiction  for an  injunction
restraining Employee from such breach or threatened breach;  PROVIDED,  HOWEVER,
that the right to apply for an injunction  shall not be construed as prohibiting
Employer  from  pursuing  any  other  available  remedies  for  such  breach  or
threatened breach.

      9.    WITHHOLDING OF TAXES
            --------------------

      Any payments to Employee or his designated  beneficiary  or  beneficiaries
pursuant  to the terms of this  Employment  Agreement  shall be  reduced by such
amounts as are required to be withheld  with respect  thereto  under all present
and future federal,  state and local tax laws and regulations and other laws and
regulations.

      10.   TERMINATION
            -----------

      Notwithstanding anything herein contained:

            (a)  If  Employee  shall  die  during  the  Employment  Period,  the
Employment  Period shall  terminate on the date of death and his estate shall be
entitled to receive his salary at the rate  provided in Section  4(a) to the end
of the calendar month in which his death occurs.

            (b)  If,  during  the  Employment  Period,   Employee  shall  become
physically or mentally incapacitated or disabled for a period of six consecutive
months (a  "Disability"),  then Employer  shall have the right to give immediate
notice of termination of Employee's services hereunder, whereupon Employee shall
be entitled to receive  his salary at the rate  provided in Section  4(a) to the
end of the calendar month in which termination occurs.

            (c) Employer  shall have the right by written  notice to Employee to
terminate the Employment Period for Cause as of a date specified in such notice,
whereupon  Employee shall be entitled to receive his salary at the rate provided
in Section  4(a) to the date of  termination.  For  purposes of this  provision,
"Cause" shall mean any of the following:  (1) the Employee's  material breach of
this  Agreement  (continuing  for ten (10) days after receipt of written  notice
from Employer that  specifically  identifies  such breach);  (2) the  Employee's
gross  negligence in the  performance or intentional  nonperformance  (in either
case  continuing for ten (10) days after receipt of written notice from Employer
that  specifically  identifies  the manner in which  Employer  believes that the
Employee has failed to perform such duties and  responsibilities)  of any of the

<PAGE>

Employee's material duties and  responsibilities  hereunder;  (3) the Employee's
dishonesty,  fraud or  misconduct  with  respect to the  business  or affairs of
Employer; (4) the Employee's conviction of, or pleading guilty or no contest to,
a felony  crime;  or (5)  chronic  alcohol  abuse or  illegal  drug abuse by the
Employee.

            (d) Employer shall have the right to terminate the Employment Period
for any reason other than those set forth above in this Section 10 effective not
less than 30 days after notice of  termination  is given to  Employee,  and upon
effectiveness  of such  termination  Employee  shall be entitled to receive in a
lump sum an amount equal to his salary at the rate  provided in Section 4(a) for
the period from such date of termination  through the second  anniversary of the
date of such termination.

            (e) Employee shall have the right to terminate the Employment Period
for any reason other than those set forth above in this Section 10 effective not
less than 30 days after notice of  termination  is given to Employer,  whereupon
Employee shall be entitled to receive his salary at the rate provided in Section
4(a) to the effective date of such termination,  subject to earlier  termination
as provided above.

      11.   TERMINATION AFTER A CHANGE IN CONTROL EVENT
            -------------------------------------------

      Upon the  occurrence of a Change in Control  Event,  unless the Employment
Period  shall  previously  have been  terminated,  the  Employment  Period shall
continue until the third  anniversary of the date of the Change in Control Event
subject to  termination  as provided in Section 10 (but without giving effect to
Section 10(d)) and as hereafter provided in this Section 11.

            (a)   "Change in Control Event" shall mean:

                  (1) the date that any  person or group  deemed a person  under
            Sections  3(a)(9) and  13(d)(3) of the  Securities  Exchange  Act of
            1934,  other  than  Employer  and  its  subsidiaries  as  determined
            immediately  prior to that  date,  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  20%  or  more  of  the
            outstanding  securities of Employer  having the right under ordinary
            circumstances to vote at an election of the Board of Directors;

                  (2) the date on which  one-third or more of the members of the
            Board of  Directors  shall  consist  of persons  other than  Current
            Directors (for these purposes,  a "Current  Director" shall mean any
            member  of the  Board of  Directors  as of  October  1, 1998 and any
            successor of a Current  Director  whose  nomination  or election has
            been  approved by a majority of the  Current  Directors  then on the
            Board of Directors); or

                  (3) the date of approval by the stockholders of Employer of an
            agreement  providing for (x) the merger or consolidation of Employer
            with  another   corporation  where  the  stockholders  of  Employer,
            immediately  prior  to  the  merger  or  consolidation,   would  not

<PAGE>

            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   issuing   cash  or   securities   in  the   merger  or
            consolidation  would be entitled in the  election  of  directors  or
            where the members of the Board of Directors of Employer, 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 (y) the sale or other  disposition of all
            or substantially all the assets of Employer.

            (b)  "Severance  Benefit" shall mean a lump sum cash amount equal to
2.99 times  Employee's  "base  amount" (as defined in Section  280G(b)(3) of the
Internal Revenue Code of 1986, as amended (the "Code")); PROVIDED, however, that
if any payment by Employer or its  affiliates  to or for the benefit of Employee
(whether payable pursuant to the terms of this Employment Contract or otherwise)
would not be deductible  by Employer or its  affiliates  for Federal  income tax
purposes solely by reason of Section 280G of the Code, the amount referred to in
this clause (b) shall be reduced to such lesser  amount as shall  permit all, or
the maximum possible amount, of the payments by Employer or its affiliates to or
for the benefit of Employee to be so deductible in accordance  with such Section
280G.  The  determination  of any  reduction  in the amount  referred  to in the
preceding  sentence  shall be made by  Employee  in good faith  with  reasonable
advice of Employee's tax advisor, and as so made shall be conclusive and binding
on Employer, its affiliates and Employee.

            (c) If (i) Employer  gives notice of  termination  of the Employment
Period or takes other action which effectively  terminates the Employment Period
(other than for death,  Disability or Cause) during the period  commencing  upon
the occurrence of a Change in Control Event and ending on the third  anniversary
of the date of the Change in Control  Event (the  "Post-Change  Period") or (ii)
Employee  gives  notice of  termination  of the  Employment  Period  during  the
Post-Change  Period after Employee  determines in good faith that there has been
any of the following occurrences

                  (1) an assignment  to Employee of duties or  responsibilities,
            or a  change  in  reporting  responsibilities  or  titles,  which is
            inconsistent  with his  status  immediately  prior to the  Change in
            Control  Event,  or any other action by Employer  which results in a
            diminution  in such  status,  excluding  any  action  which  is both
            inadvertent  and  immaterial  and is remedied  by Employer  promptly
            after receipt of notice thereof from Employee,

                  (2)  a  reduction   in  salary,   or  reduction  in  ratio  of
            supplemental compensation or fringe benefits to salary, from that in
            effect immediately prior to the Change in Control Event,

                  (3) a material  increase  in the amount of travel  required of
            him or a requirement  that he perform  significant  regular services

<PAGE>

            outside the Hickory,  North  Carolina area or transfer to a location
            necessitating a change in his principal residence or

                  (4) a failure  by  Employer  to have a  successor  corporation
            assume  Employer's  obligations  under this  Employment  Contract as
            specified in Section 14,

then the Employment  Period shall be deemed  terminated  upon the giving of such
notice or taking of such action and not later than 15 days  thereafter  Employer
shall pay to Employee the Severance  Benefit.  Payment of the Severance  Benefit
shall be in lieu of any damages  Employee might  otherwise  assert for breach of
this Employment Contract.

            (d) If  Employee  gives  notice  of  termination  of the  Employment
Period,  for any reason,  during the 30-day  period  commencing on the 181st day
following the date of the Change in Control Event,  then the  Employment  Period
shall be deemed  terminated upon the giving of such notice and not later than 15
days thereafter Employer shall pay to Employee the Severance Benefit.

            (e) The payment of benefits under any employee  benefits  program or
plan of  Employer  to  which  Employee  shall  have  become  entitled  shall  be
unaffected by a Change in Control Event and shall be made in accordance with the
particular program or plan.

            (f) If Employer wrongfully terminates the Employment Period prior to
the occurrence of any Change in Control Event but after (i) Employer enters into
an agreement or arrangement  the  consummation of which would result in a Change
in Control Event or (ii) any person (including  Employer)  publicly announces an
intention to take or consider  taking actions which if consummated  would result
in a Change  in  Control  Event,  then  Employee's  damages  for  such  wrongful
termination  shall be not less than the  amount of the  Severance  Benefit  if a
Change in Control  Event occurs  within the  three-year  period  following  such
termination.

      12.   ENTIRE AGREEMENT
            ----------------

      This  Employment  Agreement  sets  forth the entire  understanding  of the
parties with respect to the subject  matter herein and may be modified only by a
written instrument duly executed by each party.

      13.   NOTICES
            -------

      Any  notice  or other  communication  required  or  permitted  to be given
hereunder  shall be in writing and shall be mailed by  registered  mail,  return
receipt requested, transmitted by telecopier or similar means, sent by overnight
delivery  service such as Federal  Express or delivered  against  receipt to the
party to whom it is to be given  (i) at such  party's  address  set forth in the
preamble to this Employment Agreement or (ii) to such other address as the party
shall have  furnished  in  writing in  accordance  with the  provisions  of this
Section 13. Any notice or other communication shall be deemed to have been given

<PAGE>

as of the date so delivered or transmitted  by telecopier or similar means,  the
next business day after mailed by overnight  delivery service or five days after
the date so mailed.

      14.   ASSIGNMENT
            ----------

      In the event of a future  disposition of (or including) the properties and
business  of  Employer,  substantially  as an  entirety,  by sale of  assets  or
otherwise,  then Employer may elect to assign this Employment  Agreement and all
of  its  rights  and  obligations   hereunder  to  the  acquiring  or  surviving
corporation,  provided that such corporation  shall assume in writing all of the
obligations  of Employer  hereunder and upon such  assumption  Employer shall be
relieved from all of its  obligations  hereunder.  Employee's  rights under this
Employment Agreement shall not be transferable by assignment or otherwise.

      15.   BINDING EFFECT; CERTAIN DEFINED TERMS
            -------------------------------------

      This  Employment  Agreement shall be binding upon and inure to the benefit
of Employer,  its successors and those who are its assigns under Section 14. The
terms  "subsidiary"  and  "affiliate"  as used  herein  shall have the  meanings
provided in Rule 405 under the Securities Act of 1933.

      16.   INVALID PROVISIONS
            ------------------

      If any provision  hereof is held to be illegal,  invalid or  unenforceable
under present or future laws  effective  during the term hereof,  such provision
shall be fully  severable;  this  Employment  Agreement  shall be construed  and
enforced  as if such  illegal,  invalid  or  unenforceable  provision  had never
comprised a part hereof;  and the  remaining  provisions  hereof shall remain in
full force and  effect  and shall not be  affected  by the  illegal,  invalid or
unenforceable  provision or by its severance herefrom.  In lieu of such illegal,
invalid or  unenforceable  provision there shall be added  automatically as part
hereof a provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.

      17.   EXECUTION IN COUNTERPARTS
            -------------------------

      This Employment  Agreement may be executed in counterparts,  each of which
shall be deemed an original, but both of which shall constitute one and the same
instrument.

      18.   ARBITRATION
            -----------

      Except as provided in Section 8, any  controversy  or claim arising out of
or in connection with this Employment  Agreement shall be settled by arbitration
by a single arbitrator held in Charlotte, North Carolina, in accordance with the
rules of the American Arbitration  Association then in effect, and judgment upon
the award rendered may be entered in any court having jurisdiction. The fees and
expenses of the  arbitrator  shall be borne by Employer.  In addition,  Employer

<PAGE>

shall reimburse  Employee for all reasonable  legal fees and costs incurred with
respect to any controversy or claim arising under this Agreement (i) as to which
Employee's position shall prevail in any proceeding or (ii) after the occurrence
of a Change in  Control  Event,  in the case of any action  brought by  Employee
against Employer.

      19.   GOVERNING LAW
            -------------

      This Employment Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.

<PAGE>


      IN  WITNESS  WHEREOF,  the  parties  have duly  executed  this  Employment
Agreement as of the date first above written.


                                   WORLDTEX, INC.



                                   By  _________________________________________
                                       Title:



                                   _____________________________________________
                                   Marty Kittrell


<PAGE>

                                                                       EXHIBIT A

                                 WORLDTEX, INC.
                              212 12TH AVENUE, N.E.
                          HICKORY, NORTH CAROLINA 28601



                                          [DATE]



[NAME]
c/o Worldtex, Inc.
212 12th Avenue, N.E.
Hickory, North Carolina  28601

Dear [NAME]:

      We are pleased to inform you that the Compensation  Committee of the Board
of Directors of Worldtex,  Inc. (the  "Company") has today granted you an option
pursuant to the Company's 1992 Stock Incentive Plan, as amended (the "Plan"), to
purchase  an  aggregate  of  [____________]  shares of the  Common  Stock of the
Company on the following terms and conditions:

      1. The purchase  price per share of the shares of Common Stock  subject to
this option is [____________] per share.

      2.   This   option   shall   expire   at  the   close   of   business   on
[________________].  [Tenth anniversary] Subject to acceleration in the event of
a Change of Control (as  defined in the Plan),  you must remain in the employ of
the Company or a Related  Company (as defined in the Plan) for one year from the
date hereof  before you can exercise any part of this  option.  Thereafter  this
option will become exercisable in installments as follows: [____________] shares
on    [_______________];    an    additional    [______________]    shares    on
[_________________];     an    additional     [_______________]     shares    on
[________________];  an additional [______________] shares on [_______________];
and the final [______________] shares on [_______________]. [20% per year]

      3. This option is not intended to qualify as an  "Incentive  Stock Option"
within the provisions of Section 422 of the Internal Revenue Code.

      4. The option  price  shall be  payable by you at the time this  option is
exercised,  either (i) in cash or (ii) by  delivering  shares of Common Stock of
the Company which you have owned for a least six months prior to such  exercise,
or a combination of cash and such shares, having an aggregate value equal to the
aggregate  option  price of the  shares as to which  this  option  is  exercised
(basing the value of any such shares of Common Stock on the fair market value of
the Common  Stock on the date of  exercise).  No shares of Common Stock shall be
issued pursuant to exercise of this option until full payment  therefor has been
made.


<PAGE>

      5. In tandem with this  option,  the Company has also  granted you today a
limited Stock Appreciation  Right, which entitles you to elect to receive within
sixty  days  following  the  occurrence  of a  Change  of  Control,  in  lieu of
exercising this option, a payment equal in value to the product of the number of
shares of Common  Stock as to which you elect to  exercise  this  limited  Stock
Appreciation  Right  multiplied by the excess of the Change of Control Price (as
defined  in the Plan)  over  $[____________]  [strike  price].  If the Change of
Control  occurs more than six months from today this payment will be made to you
in cash. Otherwise, payment will be made in shares of Common Stock.

      6. This option and related Stock  Appreciation Right may be exercised only
by you and may not be  transferred  except  by will or the laws of  descent  and
distribution.  In the  event  of your  death,  your  legal  representatives  may
exercise  this option as to the shares of Common  Stock  which were  immediately
purchasable by you at the date of death,  within 12 months following the date of
death (even if such date is later than [_________________]. [Tenth anniversary.]

      7. Upon termination of your employment (upon retirement in accordance with
the Company's retirement policy or for any reason beyond your control other than
your  death),  your option  privileges  shall be limited to the shares of Common
Stock which were immediately  purchasable by you at the date of such termination
and such option  privileges  shall expire unless  exercised  within three months
after  the date of such  termination  and  prior to the  close  of  business  on
[_________________].  [Tenth  anniversary.] If your employment is terminated for
reasons within your control, including,  without limitation, cause and voluntary
resignation,  all rights  under  this  option  shall  expire on the date of such
termination.

      8.  Notwithstanding  anything in this  letter,  the  Company  shall not be
obligated  to issue any shares of Common  Stock upon any exercise of this option
or  related  Stock  Appreciation  Right  if  such  issuance  would  violate  any
applicable law, including the Securities Act of 1933.

      9. Nothing  herein shall  restrict the right of the Company or any Related
Company to terminate your employment at any time, with or without cause.

      10. This option and related Stock  Appreciation Right is subject to all of
the other terms, provisions and conditions of the Plan, a copy of which has been
furnished  to you and  other  copies of which  may be  obtained  by you from the
Company.

                                          Very truly yours,

                                          WORLDTEX, INC.


                                          By_____________________________