MEMORANDUM OF UNDERSTANDING
                                     BETWEEN
                             THE CITY OF FALL RIVER
                                       AND
                     QUAKER FABRIC CORPORATION OF FALL RIVER

The City of Fall River (the "City") and Quaker Fabric Corporation of Fall River
(the "Company") hereby enter into this Memorandum of Understanding to set forth
their respective and mutual undertakings in connection with the purchase of and
construction of an expandable manufacturing facility and distribution warehouse
(the "Facility") on an approximate 60-acre industrially zoned site in the
southeastern end of Fall River (the "Site") and to increase employment in the
City by as many as 700 jobs.

A. The City agrees that it will:

      1.    Identify appropriate federal and state grant funds to complete the
            "structural mitigation" work necessary to improve traffic conditions
            for residents in the Brayton Avenue/Jefferson Street area and
            facilitate access to the project site in accordance with the
            "Traffic and Access Study" as prepared by Vanasse Hangen Brustlin,
            Inc. and in accordance with the Section 61 findings for the facility
            under the Massachusetts Environmental Policy Act, all such
            mitigation work to be completed no later than August 2001. In the
            event that the City fails to secure appropriate federal and state
            grant funds for the above referenced improvements, the City shall
            initiate and complete such work at its sole cost and expense.

      2.    Identify appropriate federal and state grant funds and assume the
            cost of designing and constructing the new roadways needed to
            improve access to both "the Site" itself and to the businesses
            already located in the immediate vicinity, all as set forth on
            Exhibit A attached, including but not limited to a "perimeter road"
            ringing the cluster of businesses already operating in the Bleachery
            Pond area and benefitting both the project site and other businesses
            as well, such new roadways to be completed no later than August
            2001. In the event that the City fails to secure appropriate federal
            and state grant funds for the above referenced improvements, the
            City shall initiate and complete such work at its sole cost and
            expense.

      3.    Work with the Economic Assistance Coordinating Council to "certify"
            this project in accordance with the Massachusetts Economic
            Development Incentive Program guidelines which will enable the
            Company to become eligible for a 5% State Investment Tax Credit
            (ITC) on "anything tangible and depreciable" (i.e., plant and
            equipment).

      4.    Certify, as part of Massachusetts Economic Development Incentive
            Program, a local Tax Increment Financing (TIF) plan which will
            provide the Company with a property tax exemption based upon the
            percentage of value added through new construction for a period of
            twenty years based upon a formula set forth in the TIF Agreement of
            May 27, 1999 by and between the City and the Company.






Memorandum of Understanding
Page 2


B. The Company agrees it will:

      1.    Begin site development improvements no later than the Fall of 1999
            and proceed with the construction of an approximately 358,200 s/f
            building thereafter so as to accommodate an opening prior to
            December 31, 2001.

      2.    Purchase an approximate 60-acre industrially zoned site (the "Site")
            and invest $50.0 million in new plant and equipment at the Site,
            including the construction of an expandable fabric manufacturing
            facility and distribution warehouse (the "Facility"), and to
            increase employment in the City by as many as 700 jobs between the
            date of this Agreement and December 31, 2005.

      3.    Secure all necessary federal, state and local permits, including
            project subdivision plan, pertaining to the siting and construction
            of said "Facility."

      4.    Maintain its current level of 2,350 employees and, by virtue of the
            construction of the new "Facility," increase its employment in the
            City by 640 - 700 jobs by December 31, 2005. Said job creation will
            consist of 140 - 200 new jobs by December 31, 2001, 250 new jobs by
            December 31, 2002 and an additional 250 new jobs by December 31,
            2005.

      5.    Maintain manufacturing and/or distribution processes in all Fall
            River properties currently owned by Quaker Fabric Corporation.

      6.    Work with the City of Fall River to seek federal and state grants to
            facilitate the infrastructure improvements necessary to implement
            the construction of the Facility.

Dated:                                  The City of Fall River

                                        by:        Edward M. Lambert, Jr.
                                            ------------------------------------
                                            Edward M. Lambert, Jr.
                                            Mayor


Dated: July 1, 1999                     Quaker Fabric Corporation of Fall River
       ------------
                                        by:     [ILLEGIBLE]
                                            ------------------------------------
                                            Name:

                                            PRESIDENT AND CEO
                                            ------------------------------------
                                            Title: