EXHIBIT 10.1

JPS TEXTILE GROUP, INC.

LONG-TERM INCENTIVE PLAN

TABLE OF CONTENTS

ARTICLE I - PURPOSE . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II - DEFINITIONS

2.1 Affiliated Employer . . . . . . . . . . . . . . . . . . 1
2.2 Annual Award . . . . . . . . . . . . . . . . . . . . . . 1
2.3 Award Bank . . . . . . . . . . . . . . . . . . . . . . . 1
2.4 Board . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.5 Code . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.6 Committee . . . . . . . . . . . . . . . . . . . . . . . 1
2.7 Eligible Employee . . . . . . . . . . . . . . . . . . . 2
2.8 Employer . . . . . . . . . . . . . . . . . . . . . . . . 2
2.9 Net Assets . . . . . . . . . . . . . . . . . . . . . . . 2
2.10 Operating Income . . . . . . . . . . . . . . . . . . . . 2
2.11 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.12 Plan Year . . . . . . . . . . . . . . . . . . . . . . . 2
2.13 RONAE . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.14 Target RONAE Percentages . . . . . . . . . . . . . . . . 2

ARTICLE III - ADMINISTRATION

3.1 Administration by Committee . . . . . . . . . . . . . . 2
3.2 Committee to Make Rules and Interpret Plan . . . . . . . 3
3.3 The Committee . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE IV - ANNUAL AWARDS MADE BY COMMITTEE . . . . . . . . . . 4

ARTICLE V - ELIGIBILITY OF OFFICERS AND KEY EMPLOYEES . . . . . . 4

ARTICLE VI - DETERMINING ANNUAL AWARDS

6.1 Establishment of Target RONAE Percentages . . . . . . . 4
6.2 Determination of Annual Award . . . . . . . . . . . . . 4

ARTICLE VII - PLAN ACCOUNTING AND PAYMENTS FROM AWARD BANK

7.1 Award Bank Accounting . . . . . . . . . . . . . . . . . 5
7.2 Payments From Award Bank . . . . . . . . . . . . . . . . 5
7.3 Example of Plan Accounting and Payments . . . . . . . . 5
7.4 Termination of Eligible Employee's Employment . . . . . 5

ARTICLE VIII - SALE OF EMPLOYER . . . . . . . . . . . . . . . . . 7

ARTICLE IX - AMENDMENTS AND TERMINATION . . . . . . . . . . . . . 7

ARTICLE X - GENERAL

10.1 Government and Other Regulations . . . . . . . . . . . . 7
10.2 Tax Withholding . . . . . . . . . . . . . . . . . . . . 7
10.3 Claim to Annual Award of Award Bank . . . . . . . . . . 7
10.4 Beneficiaries . . . . . . . . . . . . . . . . . . . . . 7
10.5 Nontransferability . . . . . . . . . . . . . . . . . . . 8
10.6 Indemnification . . . . . . . . . . . . . . . . . . . . 8
10.7 Reliance on Reports . . . . . . . . . . . . . . . . . . 8
10.8 Relationship to Other Benefits . . . . . . . . . . . . . 8
10.9 Expenses . . . . . . . . . . . . . . . . . . . . . . . . 8
10.10 Construction . . . . . . . . . . . . . . . . . . . . . . 8
10.11 Misconduct . . . . . . . . . . . . . . . . . . . . . . . 8
10.12 Suspension of Redemptions . . . . . . . . . . . . . . . 9
10.13 Governing Law . . . . . . . . . . . . . . . . . . . . . 9

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JPS TEXTILE GROUP, INC.
LONG-TERM INCENTIVE PLAN

ARTICLE I
PURPOSE

This Plan is effective November 1, 1994. The purpose of this
Long-Term Incentive Plan is to provide a means through which JPS Textile Group,
Inc. a Delaware corporation, and its participating Affiliated Employers may
attract able key personnel to enter and remain in their employ and to provide a
means whereby those key personnel upon whom the responsibilities of the
successful administration and management of the Employer rest, and whose
present and potential contributions to the welfare of the Employer are of
importance, will acquire and maintain a long-term interest in their employment
relationship with the Employer, thereby strengthening their commitment to the
welfare of the Employer and their desire to remain in its employ.

A further purpose of the Plan is to provide such key employees with
additional incentive and reward opportunities designed to enhance the
profitable growth of the Employer. So that the appropriate incentive can be
provided, the Plan provides for granting Annual Awards to be paid out over a
period of years, subject to certain conditions herein set forth.

ARTICLE II
DEFINITIONS

2.1 "AFFILIATED EMPLOYER" shall mean any corporation which is or has been
a member of a controlled group of corporations (as defined in Code
Section 414(b)) which includes the Employer; any trade or business
(whether or not incorporated) which is or has been under common
control (as defined in Code Section 414(c)) with the Employer; any
organization (whether or not incorporated) which is or has been a
member of an affiliated service group (as defined in Code Section
414(m)) which includes the Employer; and any other entity which is or
has been required to be aggregated with the Employer pursuant to
regulations under Code Section 414(o).

2.2 "ANNUAL AWARD" shall mean the dollar amount of incentive compensation
determined for an Eligible Employee pursuant to Article VI. An Annual
Award may be a negative dollar amount.

2.3 "AWARD BANK" shall mean the sum total of all Annual Awards made to an
Eligible Employee less the sum total of all disbursements made from
the Award Bank.

2.4 "BOARD" means the Board of Directors of the Employer.

2.5 "CODE" means the Internal Revenue Code of 1986. Reference in the Plan
to any section of the Code shall be deemed to include any amendments
or successor provisions to such section and any regulations under such
section.

2.6 "COMMITTEE" means the Committee appointed by the Board to administer
the Plan in accordance with Article III and other provisions of this
Plan.

2.7 "ELIGIBLE EMPLOYEE" means any person regularly employed by the
Employer or an Affiliated Employer on a full-time salaried basis who
satisfies all of the requirements of Article V.

2.8 "EMPLOYER" means JPS Textile Group, Inc. and Affiliated Employers
that, with the proper authority of JPS Textile Group, Inc., adopt this
Plan.

2.9 "NET ASSETS" means the average net assets, minus average current
liabilities plus average the accrued interest expense, and plus the
average current portion of long term debt. In addition, for Eligible
Employees of JPS Elastomerics Corp., an Affiliated Employer, the
average current portion of charges for defective product liability
shall be added back to determine Net Assets. Further, the averages
used to determine Net Assets shall be determined separately for JPS
Textile Group, Inc. and any Affiliated Employer and separately applied
for purposes of determining the Annual Award of an Eligible Employee
employed by JPS Textile Group, Inc. or the Affiliated Employer. The
averages of the financial data used in determining the Net Assets of
JPS Textile Group, Inc. or an Affiliated Employer shall be determined
by adding the beginning balances and the balances at the end of each
month during the Plan Year and dividing by thirteen. The Committee,
in its sole and absolute discretion, may include or exclude any item
of asset or liability in determining Net Assets for a Plan Year.

2.10 "OPERATING INCOME" means net income before income taxes and interest,
plus any incentive award expense, plus any losses on the disposal of
fixed assets, and minus any gains on the disposal of fixed assets.
The Operating Income shall be determined separately for JPS Textile
Group, Inc. and any Affiliated Employer and separately applied for
purposes of determining the Annual Award of an Eligible Employee
employed by JPS Textile Group, Inc. or the Affiliated Employer. The
Committee, in its sole and absolute discretion, may include or exclude
any item of income or expense in determining Operating Income for a
Plan Year.

2.11 "PLAN" means the JPS Textile Group, Inc. Long-Term Incentive Plan.

2.12 "PLAN YEAR" means the period from November 1 through October 31.

2.13 "RONAE" means Operating Income for the Plan Year divided by Net Assets
determined for the Plan Year. RONAE shall be determined separately
for JPS Textile Group, Inc. and any Affiliated Employer.

2.14 "TARGET RONAE PERCENTAGES" means the percentages of RONAE established
for JPS Textile Group, Inc. and each Affiliated Employer under Section
6.1 of the Plan.

ARTICLE III
ADMINISTRATION

3.1 ADMINISTRATION BY COMMITTEE. The Committee shall administer the Plan.
The acts of a majority of the members present at any meeting at which
a quorum is present or acts approved in writing by a majority of the
Committee shall be deemed the acts of the Committee.

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Subject to the provisions of the Plan, the Committee shall have
exclusive power to:

a. Recommend for Board approval the employees to participate in the
Plan;

b. Determine each Plan Year the method for determining the Annual
Award made to each employee selected;

c. Determine the time or times when the Annual Award will be made;
and

d. Determine the conditions (including performance requirements) to
which the payment of Annual Awards may be subject.

3.2 COMMITTEE TO MAKE RULES AND INTERPRET PLAN. The Committee shall have
the authority and maximum legal discretion, subject to the provisions
of the Plan, to establish, adopt, or revise such rules and regulations
and to make all such determinations relating to the Plan as it may
deem necessary or advisable for the administration of the Plan. The
Committee shall have the maximum legal discretion to interpret the
Plan or any Annual Award made pursuant thereto. All decisions and
determinations by the Committee with respect to the Plan shall be
final, binding, and conclusive on all parties unless otherwise
determined by the Committee.

3.3 THE COMMITTEE.

(a) GENERAL. The Committee shall be generally responsible for all
duties associated with the administration and operation of the
Plan.

(b) MEMBERSHIP: APPOINTMENT, REMOVAL, AND RESIGNATION. The Employer
shall, from time to time, designate members of the Committee by
duly adopted resolution of the Board. The Committee shall
consist of such number of individuals as may be determined by
the Employer. Each person named as a member of the Committee
shall acknowledge acceptance of such responsibilities in
writing. The members of the Committee shall be selected by the
Board and shall remain in office at the will of the Employer and
may be removed at any time, with or without cause, by the Board.
Such removal shall be effective upon the delivery of written
notice thereof to the member of the Committee being removed, or
at such later time as may be designated in the notice; a copy of
such notice shall be delivered simultaneously therewith or as
soon as practicable thereafter to the other members of the
Committee. Any member of the Committee may resign at any time
by giving written notice of their resignation to the Employer.
Such resignation shall be effective upon delivery of such
written notice, or at such later time as may be designated in
the notice of resignation; a copy of such notice shall be
delivered simultaneously therewith or as soon as practicable
thereafter to the other members of the Committee. The Employer
shall appoint a successor member when there are less than two
members of the Committee from any cause.

(c) ADMINISTRATIVE RULES. A majority of the members of the
Committee at the time in office shall constitute a quorum for
the transaction of business. All resolutions and other actions
of the Committee shall be by vote of a majority of the members
of the Committee present at a meeting (conference telephone call
in which all comments can be heard by all parties shall
constitute presence) and entitled to vote or by unanimous
written consent if action is taken without a meeting. The
Committee shall elect one of its members to act as its chairman,
may elect one of its members to act as its vice chairman, may
appoint a secretary who need not be a member of the Committee,
and shall designate the person or persons who shall be
authorized to sign for the Committee. The Committee shall have
the power to adopt bylaws or other administrative rules

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consistent with the foregoing, including bylaws or rules for the
time and place of its meetings, the notice to be given of such
meetings, the procedures to be followed in taking action by
unanimous consent without a meeting, and all similar matters
governing the conduct of the Committee's business.

ARTICLE IV
ANNUAL AWARDS MADE BY COMMITTEE

The Committee may, from time to time, make an Annual Award to one or
more employees determined by it to be eligible for participation in the Plan,
in accordance with the provisions of this Plan.

ARTICLE V
ELIGIBILITY OF OFFICERS AND KEY EMPLOYEES

Officers and key employees of the Employer (including officers or
employees who are members of the Board, but excluding directors who are not
officers or employees) who, in the opinion of the Committee, are mainly
responsible for the continued growth and development and financial success of
the business of the Employer shall be eligible for Annual Awards under the
Plan. Subject to the provisions of the Plan, the Committee shall, from time to
time, select from such eligible persons those to whom Annual Awards shall be
made and determine the method for determining the amount of the Annual Awards
to be made.

ARTICLE VI
DETERMINING ANNUAL AWARDS

6.1 ESTABLISHMENT OF TARGET RONAE PERCENTAGES. For each Plan Year, the
Committee will establish Target RONAE Percentages for the Employer and
participating Affiliated Employers to be approved by the Board. The
Target RONAE Percentages established by the Committee and approved by
the Board will be communicated each Plan Year to Eligible Employees.
The Target RONAE Percentages will be established on a rolling 3-year
basis, with the Target RONAE Percentages for the two Plan Years
following the then current Plan Year subject to change by the Board as
circumstances require.

6.2 DETERMINATION OF ANNUAL AWARD. Each Eligible Employee shall be
assigned a target percentage of his or her salary in effect on the
first day of the Plan Year. The Annual Award will be made to the
Eligible Employee based upon the relationship between the Eligible
Employee's target percentage and the Employer's financial performance
for the Plan Year. The calculation will be performed in a manner
similar to the calculation of annual performance bonuses under the
Management Incentive Bonus Plan. However, the Annual Award may be a
positive or negative dollar amount. A positive Annual Award will
increase an Eligible Employee's Award Bank balance and a negative
Annual Award will reduce an Eligible Employee's Award Bank balance.

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ARTICLE VII
PLAN ACCOUNTING AND PAYMENT FROM AWARD BANK

7.1 AWARD BANK ACCOUNTING. As soon as administratively feasible after the
end of each Plan Year, the Annual Awards made to each Eligible
Employee shall be added to or subtracted from his Award Bank. In no
event will an Eligible Employee's Award Bank balance be less than
zero. There will be no interest earned on an Eligible Employee's
Award Bank because the Award Bank balance is an accounting balance
only and does not represent assets maintained under this Plan.

7.2 PAYMENTS FROM AWARD BANK. Each Plan Year after the first Plan Year,
payments from an Eligible Employee's Award Bank will be made after the
addition or subtraction of the prior Plan Year's Annual Award in
Section 7.1. Following a transition period of the first three Plan
Years, an Eligible Employee's Award Bank will be paid out in
increments of one-third of the Eligible Employee's Award Bank. The
payments from the Award Bank over the first three Plan Years will be
paid in the following percentages of the Eligible Employee's Award
Bank:

Plan Year Ended 10/31/95 0%
Plan Year Ended 10/31/96 33%
Plan Year Ended 10/31/97 50%
Plan Years Thereafter 33%

7.3 EXAMPLE OF PLAN ACCOUNTING AND PAYMENTS. For example, the Award Bank
for an Eligible Employee who receives a $100 Annual Award over the
first seven Plan Years will be accounted for as follows:

YEAR 1 2 3 4 5 6 7
---- ----- ------ ------ ------ ------ ------ ------

Beg. Award Bank Bal. $ 0 $ 100 $ 133 $ 116 $ 145 $ 64 $ 110
Annual Award 100 100 100 100 <50> 100 100
----- ------ ------ ------ ------ ------ ------
Award Bank Bal. Before 100 200 233 216 95 164 210
Plan Payments 0 <67> <117> <71> <31> <54> <69>
(Payment Percentage) (0%) (33%) (50%) (33%) (33%) (33%) (33%)
----- ------ ------ ------ ------ ------ ------
End. Award Bank Bal. $ 100 $ 133 $ 116 $ 145 $ 64 $ 110 $ 141
===== ====== ====== ====== ====== ====== ======

7.4 TERMINATION OF ELIGIBLE EMPLOYEE'S EMPLOYMENT. In the event the
Eligible Employee's employment is terminated during the period an
Eligible Employee has an Award Bank balance, the following rules shall
apply:

a. VOLUNTARY TERMINATIONS AND FOR CAUSE TERMINATION. In the
event an Eligible Employee voluntarily terminates his
employment prior to retirement, death, or disability or the
Eligible Employee's employment is terminated by the Employer
or an Affiliated Employer for cause, all rights to any unpaid
balance from his Award Bank shall be immediately forfeited.
The Employer or Affiliated Employer shall have complete
discretion to determine whether an Eligible Employee's
termination of employment was "for cause". For the purposes
hereof, the term "for cause" shall mean any of the following:

(i) Failure to perform any material obligations of
employment which the Eligible Employee shall have
failed to cure within ten (10) days after receiving
written notice thereof from the Employer; or

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(ii) The Employer shall reasonably believe that the
Eligible Employee has committed an act of fraud,
embezzlement, theft, or dishonesty against the
Employer; or

(iii) The Eligible Employee shall have been convicted of
(or plead nolo contendere to) any felony or any
misdemeanor involving moral turpitude or which might,
in the reasonable opinion of the Employer, cause
embarrassment to the Employer.

b. INVOLUNTARY TERMINATION NOT FOR CAUSE. In the event an
eligible Employee's employment is involuntarily terminated
other than for cause under Section 7.4 a. above, the Eligible
Employee will be paid amounts from his award bank under the
same terms and conditions as applicable to Eligible Employees
who are actively employed; provided, however, the Committee
shall have the complete discretion to accelerate payments of
amounts remaining in the Eligible Employee's award Bank. The
payout of an Eligible Employee whose employment is
involuntarily terminated not for cause shall be adjusted
pro-rata to reflect the partial year of participation for the
year during which such involuntary termination occurs.

c. RETIREMENT. An Eligible Employee shall be paid his or her
Award Bank balance upon retirement from the Employer or an
Affiliated Employer if all of the following conditions are
met:

(i) The Eligible Employee is also eligible for and
retires under the Retirement Pension Plan for
Employees of JPS Textile Group, Inc.

(ii) The Eligible Employee provides the Employer or
Affiliated Employer with six months advance written
notice of his or her intention to retire.

(iii) The Eligible Employee executes a covenant not to
compete substantially in the form attached as Exhibit
A which is incorporated herein by reference.

An Eligible Employee who retires from employment without
meeting the above requirements shall immediately forfeit his
or her unpaid Award Bank balance. The payout of an Eligible
Employee who retires and meets the above requirements shall be
adjusted pro-rata to reflect the partial year of participation
for the year during which the Eligible Employee's retirement
occurs. Any payment under this Section 7.4 b shall be in a
single lump sum as soon as reasonably possible after the end
of the Plan Year during which the retirement occurs.

d. DISABILITY. In the event an Eligible Employee becomes
disabled, the Eligible Employee will be paid amounts from his
Award Bank under the same terms and conditions as applicable
to Eligible Employees who are actively employed; provided,
however the Committee shall have the complete discretion to
accelerate payments of amounts remaining in the Eligible
Employee's Award Bank. The payout of an Eligible Employee who
becomes disabled shall be adjusted pro-rata to reflect the
partial year of participation for the year during which the
Eligible Employee's disability occurs.

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e. DEATH. In the event of the death of the Eligible Employee,
the Eligible Employee's beneficiary will be paid, in a lump
sum, the amount to the credit of the then deceased Eligible
Employee. The payout of an Eligible Employee who dies shall
be adjusted pro-rata to reflect the partial year of
participation for the year of the Eligible Employee's death.

ARTICLE VIII
SALE OF EMPLOYER

In the event of the sale or transfer of more than 50% of the issued
and outstanding shares of stock of the JPS Textile Group, Inc. or in the event
of the sale or transfer of substantially all the assets of JPS Textile Group,
Inc., the entire Award Bank balance of each Eligible Employee shall be paid as
soon as reasonably possible after such sale or transfer. Such payout shall be
adjusted pro-rata to reflect the partial year of participation for the year
during which such sale or transfer occurs.

ARTICLE IX
AMENDMENTS AND TERMINATION

The Board may, by majority vote, at any time terminate the Plan. Upon
such termination, the Award Bank balance of each Eligible Employee shall be
paid out in a single lump sum as soon as administratively feasible following
such termination. The Board may at any time, or from time to time, amend or
suspend and, if suspended, reinstate, the Plan in whole or in part. In
addition, the Plan Committee may, with the express written consent of an
individual Eligible Employee, cancel or reduce or otherwise alter the Eligible
Employee's outstanding Annual Award or Award Account thereunder if, in his
judgment, the tax, accounting, or other effects of the Plan or potential
payments thereunder would not be in the best interest of the Eligible Employee
or the Employer.

ARTICLE X
GENERAL

10.1 GOVERNMENT AND OTHER REGULATIONS. The obligation of the Employer to
make Annual Awards shall be subject to all applicable laws, rules, and
regulations, and to such approvals by government agencies as may be
required.

10.2 TAX WITHHOLDING. The Employer and any Affiliated Employer, as
appropriate, shall deduct from all amounts paid from this Plan any
federal, state, or local taxes as required by law to be withheld with
respect to such payments.

10.3 CLAIM TO ANNUAL AWARD AND EMPLOYMENT RIGHTS. No employee or other
person shall have any claim or right to be granted an Annual Award
under the Plan. Neither this Plan, nor any action taken hereunder,
shall be construed as giving any employee any right to be retained in
the employ of the Employer or any Affiliated Employer.

10.4 BENEFICIARIES. Any payment pursuant to an Annual Award due under this
Plan to a deceased participant shall be paid to the Beneficiary
designated by the participant and filed with the Committee on the form
attached as Exhibit B. If no such beneficiary has been designated or
survives the participant, payment shall be made to the participant's
legal representative. A beneficiary designation may be changed or
revoked by a participant at any time provided the change or revocation
is filed with the Committee.

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10.5 NONTRANSFERABILITY. A person's rights and interests under the Plan,
including amounts payable, may not be assigned, pledged, or
transferred, except in the event of an employee's death to a
designated beneficiary as provided in the Plan, or in the absence of
such designation, by will or the laws of descent and distribution.

10.6 INDEMNIFICATION. Each person who is or was a member of the Committee
shall be indemnified and held harmless by the Employer against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him in connection with or resulting from any
claim, action, suit, or proceeding to which he may be a party or in
which he may be involved by reason of any action or failure to act
under the Plan and against and from any and all amounts paid by him in
satisfaction of judgment in any such action, suit, or proceeding
against him. He shall give the Employer an opportunity, at its own
expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the
Employer's Articles of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Employer may have to indemnify them
or hold them harmless.

10.7 RELIANCE ON REPORTS. Each member of the Committee shall be fully
justified in relying or acting in good faith upon any report made by
the independent public accountants of the Employer and any Affiliated
Employer and upon any other information furnished in connection with
the Plan by any person or persons other than himself. In no event
shall any person who is or has been a member of the Committee be
liable for any determination made or other action taken or any
omission to act in reliance upon any such report or information or for
any action taken, including the furnishing of information, or failure
to act, if in good faith.

10.8 RELATIONSHIP TO OTHER BENEFITS. No payment under this Plan shall be
taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance, or other benefit plan of
the Employer or any Affiliated Employer unless the type of payments
made under this Plan are specifically taken into account under the
terms of such other plan.

10.9 EXPENSES. The expenses of administering the Plan shall be paid by the
Employer or an Affiliated Employer.

10.10 CONSTRUCTION. Masculine pronouns and other words of masculine gender
shall refer to both men and women. The titles and headings of
sections of the Plan are for convenience of reference only; and in the
event of any conflict, the text of the Plan, rather than such titles
or heading, shall control.

10.11 MISCONDUCT. In the event that an executive has (a) used for profit or
disclosed to an unauthorized person confidential information or trade
secrets of the Employer or any Affiliated Employer; (b) breached any
contract with or violated any fiduciary obligation of the Employer or
any Affiliated Employer; or (c) engaged in unlawful trading in the
securities of the Employer or an Affiliated Employer based on
information gained as a result of that executive's employment with the
Employer or any Affiliated Employer and has been dismissed for just
cause therefore, then the executive shall forfeit all rights to any
Annual Awards made under the Plan and all of that executive's
outstanding Award Account shall automatically terminate and lapse
unless the Committee shall determine otherwise.

10.12 SUSPENSION OF REDEMPTIONS. The Committee shall have the right and
complete discretion to temporarily suspend the payments under the
Plan, but in no event shall such temporary suspension exceed 24
calendar months.

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10.13 GOVERNING LAW. The Plan shall be construed, administered, and
governed in all respects under and by the laws of the State of South
Carolina.

JPS TEXTILE GROUP, INC.
WITNESS:

By:
------------------------------ ---------------------------------

Title:
------------------------------ ------------------------------

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EXHIBIT A

NONCOMPETITION AGREEMENT

THIS AGREEMENT made this _____ day of _______________, 199__, by and
between ___________________________ ("Employee) and __________________________
a Corporation organized under the laws of the State of _______________________
("Company").

RECITALS

WHEREAS, Employee is a participant in the JPS Textile Group, Inc.
Long-Term Incentive Plan ("Plan"), which Plan is incorporated herein by
reference;

WHEREAS, Employee desires to enter into this Agreement in order to be
eligible for a payout from the Plan upon retirement;

WHEREAS, the payment of a benefit upon retirement under Section 7.4 c.
of the Plan is contingent upon Employee's agreement to the terms of this
Agreement;

WHEREAS, the Company has established a valuable and extensive
reputation, manufacturing processes, customer lists and other information of
which, by virtue of Employee's employment with the Company, Employee has full
knowledge;

WHEREAS, the Company has a necessary and legitimate business interest
in protecting such information from disclosure to third parties which
disclosure may damage the business of the Company;

WHEREAS, Employee recognizes that the benefits payable under the Plan
are in part being paid as consideration for this Agreement;

NOW, THEREFORE, for the reasons and consideration stated above and for
other good and valuable consideration stated herein, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

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1. NONCOMPETITION. During Employee's employment with the Company
and for one year beginning on the date of Employee's retirement, Employee
agrees that Employee shall not, without the prior written approval of the
Company, directly or indirectly through any other person, firm or corporation,
(i) engage or participate in or become employed by or render advisory or other
services to or for any person, firm or corporation, or in connection with any
business enterprise, which is, directly or indirectly, in competition with any
of the business operations or activities of the Company, (ii) hire, solicit,
raid, entice or induce any person or organization who on the date of
termination of employment is, or within the last six (6) months of my
employment was a customer of the Company, to become a customer of any person,
firm or corporation, and Employee shall not approach any such customer for such
purpose or knowingly approve the taking of such actions by other persons, or
(iii) solicit, raid, entice or induce any such person who on the date of
termination of my employment is, or within the last six (6) months of my
employment by the Company was, an employee of the Company, to become employed
by any person, firm or corporation, and Employee shall not approach any such
employee for such purpose or authorize or knowingly approve the taking of such
actions by any other person; provided, however, that Employee shall not be
bound by the restrictions contained in clause (i) of this Paragraph 1 if the
Company terminates my employment other than for "cause" (as defined in Section
7.4 a. of the Plan). For the purposes hereof, a person, firm, corporation or
other business enterprise shall be deemed to be in competition with the Company
if it is a textile manufacturer or seller which sells or manufacturers, as the
case may be, products of the kind manufactured and sold by the Company, within
any geographic area in which the Company operates or sells its products. The
parties to this Agreement agree that the above limitations are reasonable given
Employee's responsibilities with the Company and the geographic scope of the
Company's customer base and product distribution.

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14

2. CONSIDERATION. In return for such noncompetition agreement,
Company agrees to pay Employee the balance in his Award Bank under the Plan.

3. MERGER. This Agreement and the Plan constitute the entire
understanding of the parties hereto with regard to the subject matter addressed
herein and all prior agreements and negotiations, both oral and written are
merged herein.

4. REMEDIES. In addition to all other remedies available at law
or in equity, in the event of a breach of this Agreement, Company may terminate
the compensation and benefits otherwise payable to Employee under the Plan.
Company will have all other rights and remedies available under the Plan.

5. ENFORCEMENT. If any provision or provisions of this Agreement
are found by a court of competent jurisdiction to be overbroad or unlawful in
any respect, Employee and the Company desire that such provision or provisions
be amended by the court in order to meet legal requirements. If the court
should decline to make the necessary amendments, it is the desire of Employee
and the Company that the offending provision or provisions be excised from the
Agreement and that the remaining provisions continue in full force and effect.

6. ATTORNEYS' FEES. In the event that any action is filed in
relation to this Agreement, the unsuccessful party in the action shall pay to
the successful party, in addition to all of the sums that either party may be
called upon to pay, a reasonable sum for the successful party's attorneys'
fees.

7. BONDING REQUIREMENTS. Employee excuses the Company from any
bonding requirements should the Company seek injunctive relief to enforce any
provision of this Agreement.

8. CHOICE OF LAW. This Agreement shall be governed by and
construed according to the laws of the State of New York.

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15

IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.

EMPLOYER:

-----------------------------
WITNESS:

By:
----------------------------- --------------------------

President

WITNESS: Employee:

----------------------------- -----------------------------

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