AMENDMENT TO LEASE AGREEMENT
                          ----------------------------

           WHEREAS, Eagle & Phenix Hydro Company, Inc., a Delaware corporation,
(the "Lessor") and Fieldcrest Cannon, Inc., a Delaware corporation entered into
a Lease Agreement (the "Lessee") dated January 18, 1991 (the "Lease"); and

           WHEREAS, the parties have agreed to certain changes in the Lease in
conjunction with amendments to that certain Promissory Note in the principal
amount of $1,000,000 dated June 18, 1991 (the "Note"), from Lender to Lessee,
and;

           NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

           1.         The $100,000 held by Lessee as Escrow Agent under Section
                      7 of the Lease is hereby released, and such amount is
                      hereby applied to reduce the amount of principal
                      outstanding under the Note.

           2.         Section 7 of the Lease is hereby deleted in its entirety
                      and replaced with the following:

                               "Section 7. Funding of Operating Deficits. If,
                     for any month, Lessee's Operating Costs exceed the Gross
                     Monthly Rent Amount, as defined in Section 9.A, Lessor
                     shall, within thirty (30) days of written notice from
                     Lessee, pay the amount stated in such notice, subject to
                     reasonable verification, and until such payment is made,
                     the amount shall accrue interest at the rate of twelve
                     percent (12%) per annum, compounded monthly, and Lessee
                     shall be entitled to apply all Rent (i.e., amounts over
                     Lessee's Operating Costs) toward reducing the amount so
                     owed by Lessor."

           Except as hereby amended, the terms of the Lease remain the same, and
the parties ratify





and reaffirm all of their obligations thereunder.

Dated: June __, 1999

WITNESS:                                   EAGLE & PHENIX HYDRO COMPANY, INC.


                                           By: /s/ James W. Fulmer
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                                              James W. Fulmer, Vice President

                                           FIELDCREST CANNON, INC.


                                           By:
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                                              Its