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Membership Interest Purchase Agreement - WESTPOINT STEVENS INC - 4-2-2001

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Membership Interest Purchase Agreement - WESTPOINT STEVENS INC - 4-2-2001 Powered By Docstoc
					EXHIBIT 10.51 MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT made effective as of February 4, 2000, (the "Effective Date") by and among HTG Falcon LLC, a Georgia limited liability company (the "LLC"); HTG Corp., a Georgia corporation ("HTG Corp.") and WestPoint Stevens Inc., a Delaware corporation ("WXS"). WITNESSETH: WHEREAS, the LLC is the owner and operator of a Falcon 2000 aircraft (the "Aircraft"); WHEREAS, HTG Corp. prior to the Effective Date was the sole member of the LLC; WHEREAS, the LLC wishes to sell to WXS, and WXS wishes to purchase from the LLC, a membership interest in the LLC; NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. Purchase and Sale. The LLC hereby sells to WXS, and WXS hereby purchases from the LLC as of the Effective Date, a membership interest in the LLC (the "WXS Interest") in exchange for $6,200,000 paid on or prior to the Effective Date. The LLC, HTG Corp. and WXS acknowledge and agree that WXS has been admitted as a member of the LLC as of the date hereof. The WXS Interest shall be comprised of a common or residual interest (purchased for $50,000) (a "Common Interest") and a preferred interest (a "Preferred Interest") having a liquidation value of $6,150,000, the purchase price therefor. HTG Corp. shall continue to hold a Common Interest (valued at $50,000), so that each of WXS and HTG Corp. will have an equal Common Interest, each constituting 50% thereof. In addition, HTG Corp. shall hold a Preferred Interest having a liquidation value of $4,665,000. HTG Corp's Common Interest and its Preferred Interest have been computed by agreement of the parties based upon an appraisal of the Aircraft, adjusted for certain liabilities and other items. 2. Representations and Warranties of LLC and HTG Corp. The LLC and HTG Corp. represent and warrant to WXS as follows:

(a) The LLC is a duly formed, validly existing and organized limited liability company formed under the laws of the State of Georgia and has the full power and authority to carry on its businesses in the places and as it is now being conducted and to own and lease the properties and assets that it now owns or leases, including the Aircraft. HTG Corp. is a corporation duly organized and validly existing under the laws of the State of Georgia and has the full power and authority to carry on its business in the places and as it is now being conducted and to own and lease the properties and assets that it now owns and leases. HTG Corp., prior to the issuance of the WXS Interest, was the sole member of the LLC. (b) Each of the LLC and HTG Corp. has the capacity and authority to execute and deliver this Agreement, to perform hereunder and to consummate the transactions contemplated hereby without the necessity of any act or consent of any other person, including without limitation, the issuance and sale of the WXS Interest to WXS. The execution, delivery and performance by each of the LLC and HTG Corp. has been duly authorized and approved by all requisite limited liability company or corporate, as the case may be, power and authority. (c) The issuance and sale of the WXS Interest does not conflict with or result in the breach of any of the terms, conditions or provisions of any of the articles of incorporation or bylaws of HTG Corp. or any organizational or governing documents applicable to the LLC, or any bond, debenture, note, mortgage, indenture, agreement or other instrument to which the LLC or HTG Corp. is a party or by which their respective assets (including without limitation the Aircraft) is bound.

(a) The LLC is a duly formed, validly existing and organized limited liability company formed under the laws of the State of Georgia and has the full power and authority to carry on its businesses in the places and as it is now being conducted and to own and lease the properties and assets that it now owns or leases, including the Aircraft. HTG Corp. is a corporation duly organized and validly existing under the laws of the State of Georgia and has the full power and authority to carry on its business in the places and as it is now being conducted and to own and lease the properties and assets that it now owns and leases. HTG Corp., prior to the issuance of the WXS Interest, was the sole member of the LLC. (b) Each of the LLC and HTG Corp. has the capacity and authority to execute and deliver this Agreement, to perform hereunder and to consummate the transactions contemplated hereby without the necessity of any act or consent of any other person, including without limitation, the issuance and sale of the WXS Interest to WXS. The execution, delivery and performance by each of the LLC and HTG Corp. has been duly authorized and approved by all requisite limited liability company or corporate, as the case may be, power and authority. (c) The issuance and sale of the WXS Interest does not conflict with or result in the breach of any of the terms, conditions or provisions of any of the articles of incorporation or bylaws of HTG Corp. or any organizational or governing documents applicable to the LLC, or any bond, debenture, note, mortgage, indenture, agreement or other instrument to which the LLC or HTG Corp. is a party or by which their respective assets (including without limitation the Aircraft) is bound. (d) WXS has obtained good and valid title to the WXS Interest, free and clear of all liens, encumbrances, equities or claims. (e) The sole asset of the LLC is the Aircraft and related property. The LLC owes indebtedness incurred as acquisition debt payable to Ridgebury Funding, L.L.C. (which is secured by a security interest in the Aircraft), pursuant to which $15,886,000 is outstanding. The LLC has no other liabilities other than a payable due the Georgia Department of Revenue for sales taxes of $1,034,053 incurred in connection with the acquisition of the Aircraft. 3. WXS Representations. WXS hereby represents and warrants to the LLC and HTG Corp. as follows: (a) WXS is a corporation duly organized and existing under the laws of the State of Delaware and has the full power and authority to carry on its business. (b) WXS has the capacity and authority to execute and deliver this Agreement and to perform hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by WXS of this Agreement has been duly authorized and approved by all necessary corporate authority. (c) The purchase of the WXS Interest by WXS does not conflict with or result in the breach of any of the terms, conditions or provisions of the certificate of incorporation or bylaws of WXS or any bond, debenture, note, mortgage, indenture, agreement or other instrument to which WXS is a party or by which its properties are bound. 2

(d) WXS is purchasing the WXS Interest for investment purposes, and not with a view to resell or otherwise dispose of same. 4. Membership Interests. (a) The Common Interests are voting interests, and the Preferred Interests are non-voting. The LLC shall be member-managed. All approvals and actions shall require the approval of members holding a majority of the Common Interests. (b) The Preferred Interests have a preference in distribution to Common Interests upon any liquidation of, or other sale of assets by, the LLC. An account designated as a "Contributions Account" shall be maintained for each member in respect of such member's Preferred Interest (initially for WXS and HTG Corp., $6,150,000 and

(d) WXS is purchasing the WXS Interest for investment purposes, and not with a view to resell or otherwise dispose of same. 4. Membership Interests. (a) The Common Interests are voting interests, and the Preferred Interests are non-voting. The LLC shall be member-managed. All approvals and actions shall require the approval of members holding a majority of the Common Interests. (b) The Preferred Interests have a preference in distribution to Common Interests upon any liquidation of, or other sale of assets by, the LLC. An account designated as a "Contributions Account" shall be maintained for each member in respect of such member's Preferred Interest (initially for WXS and HTG Corp., $6,150,000 and $4,665,000, respectively), which account for any member shall be increased for further capital contributions whereby additional Preferred Interests are so acquired by such member (not inclusive of contributions for variable expense described in subparagraph (d) below), and which account for any member shall be reduced by distributions of cash or property to such member. The Contributions Account shall accrue a priority return of nine percent (9%) per annum, which priority return will be paid first from the proceeds of any liquidation of, or sale of assets by, the LLC. (c) WXS shall make additional capital contributions to the LLC to pay all "Non-Operating Expenses," such as debt service, insurance, pilot salaries, capital improvements and the like. Such additional capital contributions shall purchase Preferred Interests, having an initial liquidation valuation equal to the amount so contributed. (d) The members shall share usage of the Aircraft on an "as available" basis in accordance with policies mutually agreed in writing by the members, although priority to use shall be based generally on the members' respective economic interests in the LLC. WXS shall pay all variable costs relative to usage of the Aircraft by the members, such as fuel and similar expenses, which payments shall be credited to WXS' capital account. The Contributions Account of HTG Corp. (and its capital account) shall be reduced for variable costs incurred in respect of usage of the Aircraft by HTG Corp. calculated on the basis of the Treasury Regulations regarding the valuation of employer provided aircraft. Use by Holcombe T. Green, Jr. for WXS business shall be deemed use by WXS; use by Holcombe T. Green, Jr. for personal use shall be use by HTG Corp. (e) The Contributions Account of any member (and such member's capital account) shall be reduced for any cash or property distributions to such member. Upon liquidation of the LLC, should the capital account of any member be negative such member shall be obligated to restore such account by paying such negative balance to the LLC, together with interest at the short-term Applicable Federal Rate in effect from time to time. Depreciation expense will be allocated first to members with positive capital accounts, before any allocation to parties with a negative capital account. 3

5. Operating Agreement. HTG Corp. and WXS agree to negotiate and enter into a definitive Operating Agreement which will govern the operation of the LLC as a limited liability company and provide for the usage, governance and disposition of the Aircraft; it being intended that until such agreement is entered into, that this agreement shall constitute the LLC's "operating agreement" for purposes of the Georgia Limited Liability Company Act. 6. Miscellaneous. This Agreement constitutes the entire understanding of the parties, supercedes any prior agreements or understandings, written or oral between the parties with respect to the subject matter hereof. This Agreement shall be construed in accordance with and governed by the laws of the State of Georgia. Subject to the terms and conditions of this Agreement, each of the parties hereto will use all reasonable efforts to take, or cause to be taken, all action, and to do, or to cause to be done all things necessary, proper or advisable under applicable laws and regulations or otherwise, to fulfill its obligations under this Agreement and to consummate and make effective the transactions contemplated hereby. 4

5. Operating Agreement. HTG Corp. and WXS agree to negotiate and enter into a definitive Operating Agreement which will govern the operation of the LLC as a limited liability company and provide for the usage, governance and disposition of the Aircraft; it being intended that until such agreement is entered into, that this agreement shall constitute the LLC's "operating agreement" for purposes of the Georgia Limited Liability Company Act. 6. Miscellaneous. This Agreement constitutes the entire understanding of the parties, supercedes any prior agreements or understandings, written or oral between the parties with respect to the subject matter hereof. This Agreement shall be construed in accordance with and governed by the laws of the State of Georgia. Subject to the terms and conditions of this Agreement, each of the parties hereto will use all reasonable efforts to take, or cause to be taken, all action, and to do, or to cause to be done all things necessary, proper or advisable under applicable laws and regulations or otherwise, to fulfill its obligations under this Agreement and to consummate and make effective the transactions contemplated hereby. 4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by the respective authorized representatives as of the day and year first written above. HTG FALCON LLC By: HTG Corp.
By: /s/ Holcombe T. Green, Jr. ------------------------------------

HTG CORP.

By:

/s/ Holcombe T. Green, Jr. ------------------------------------

WESTPOINT STEVENS INC.

By:

/s/ David C. Meek ------------------------------------

5

EXHIBIT 10.52 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the "Agreement") is entered into as of October 26, 2000, by and between WestPoint Stevens Inc., a Delaware corporation (the "Company") and John T. Toolan, an individual resident of New Jersey (the "Executive"). I. STATEMENT OF BACKGROUND INFORMATION A. Executive has been employed as Executive Vice President/Sales and Marketing of the Company at the Company's offices in New York, New York, and the Company and Executive are parties to an Employment Agreement dated as of July 1, 2000 (the "Employment Agreement"). B. Executive has resigned his employment with the Company effective October 16, 2000. C. Executive and the Company desire to enter into this Agreement to settle fully and finally all differences

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by the respective authorized representatives as of the day and year first written above. HTG FALCON LLC By: HTG Corp.
By: /s/ Holcombe T. Green, Jr. ------------------------------------

HTG CORP.

By:

/s/ Holcombe T. Green, Jr. ------------------------------------

WESTPOINT STEVENS INC.

By:

/s/ David C. Meek ------------------------------------

5

EXHIBIT 10.52 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the "Agreement") is entered into as of October 26, 2000, by and between WestPoint Stevens Inc., a Delaware corporation (the "Company") and John T. Toolan, an individual resident of New Jersey (the "Executive"). I. STATEMENT OF BACKGROUND INFORMATION A. Executive has been employed as Executive Vice President/Sales and Marketing of the Company at the Company's offices in New York, New York, and the Company and Executive are parties to an Employment Agreement dated as of July 1, 2000 (the "Employment Agreement"). B. Executive has resigned his employment with the Company effective October 16, 2000. C. Executive and the Company desire to enter into this Agreement to settle fully and finally all differences between them, including any differences that might arise under the Employment Agreement and Executive's employment and termination of employment with the Company. II. STATEMENT OF AGREEMENT In consideration of the mutual covenants and obligations hereinafter set forth, the receipt and adequacy of which are expressly acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: 1. Termination of Employment. Executive's Employment shall terminate effective on the 16th day of October 2000 (the "Termination Date"). For purposes of this Agreement, the word "Term" shall mean a period of three (3) years from the Termination Date, it being understood that the Term of this Agreement replaces the Term of Employment under the Employment Agreement, which is superceded by this Agreement. 2. Compensation to Executive. In consideration for the general release and for the covenants contained herein, the Company agrees to pay to Executive, the following amounts, subject to the terms hereof. Except as set forth in this Agreement, Executive

EXHIBIT 10.52 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the "Agreement") is entered into as of October 26, 2000, by and between WestPoint Stevens Inc., a Delaware corporation (the "Company") and John T. Toolan, an individual resident of New Jersey (the "Executive"). I. STATEMENT OF BACKGROUND INFORMATION A. Executive has been employed as Executive Vice President/Sales and Marketing of the Company at the Company's offices in New York, New York, and the Company and Executive are parties to an Employment Agreement dated as of July 1, 2000 (the "Employment Agreement"). B. Executive has resigned his employment with the Company effective October 16, 2000. C. Executive and the Company desire to enter into this Agreement to settle fully and finally all differences between them, including any differences that might arise under the Employment Agreement and Executive's employment and termination of employment with the Company. II. STATEMENT OF AGREEMENT In consideration of the mutual covenants and obligations hereinafter set forth, the receipt and adequacy of which are expressly acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: 1. Termination of Employment. Executive's Employment shall terminate effective on the 16th day of October 2000 (the "Termination Date"). For purposes of this Agreement, the word "Term" shall mean a period of three (3) years from the Termination Date, it being understood that the Term of this Agreement replaces the Term of Employment under the Employment Agreement, which is superceded by this Agreement. 2. Compensation to Executive. In consideration for the general release and for the covenants contained herein, the Company agrees to pay to Executive, the following amounts, subject to the terms hereof. Except as set forth in this Agreement, Executive acknowledges that there is no other compensation, wages, salary, or other amounts due and owing to him from the Company:

A. Cash Compensation. i. Final Paycheck. Company shall pay within 60 days of the Termination Date, a lump sum amount equal to $27,692, which shall represent payment of the Executive's base salary through the Termination Date and any accrued unused vacation pay. ii. Continued Compensation. For the remainder of the Term of this Agreement, the Company shall pay the Executive an amount equal to the Executive's annual base salary in effect as of the Termination Date, payable in equal installments in accordance with its usual and customary payroll practices. iii. MIP Bonus Replacement. Company will pay to Executive three (3) consecutive annual lump sum payments of two-hundred forty thousand dollars ($240,000.00), payable in February of the next three calendar years. These payments represent Executive's target bonus under the Management Incentive Plan. B. Equity Compensation. The outstanding unvested award of 34,073 shares made to Executive prior to the Termination Date under the Company Key Employee Stock Bonus Plan shall continue to vest in accordance with the original vesting schedule related to each individual award. Executive's right to all unearned shares shall terminate on the Termination Date. Any stock options or similar awards made to Executive under the Company Stock Option Plan which require exercise by the holder shall also become immediately exercisable upon the

A. Cash Compensation. i. Final Paycheck. Company shall pay within 60 days of the Termination Date, a lump sum amount equal to $27,692, which shall represent payment of the Executive's base salary through the Termination Date and any accrued unused vacation pay. ii. Continued Compensation. For the remainder of the Term of this Agreement, the Company shall pay the Executive an amount equal to the Executive's annual base salary in effect as of the Termination Date, payable in equal installments in accordance with its usual and customary payroll practices. iii. MIP Bonus Replacement. Company will pay to Executive three (3) consecutive annual lump sum payments of two-hundred forty thousand dollars ($240,000.00), payable in February of the next three calendar years. These payments represent Executive's target bonus under the Management Incentive Plan. B. Equity Compensation. The outstanding unvested award of 34,073 shares made to Executive prior to the Termination Date under the Company Key Employee Stock Bonus Plan shall continue to vest in accordance with the original vesting schedule related to each individual award. Executive's right to all unearned shares shall terminate on the Termination Date. Any stock options or similar awards made to Executive under the Company Stock Option Plan which require exercise by the holder shall also become immediately exercisable upon the Effective Date of this Agreement, and may be exercised by Executive within the time limit set forth in the Plan, ninety (90) days from the Termination Date, and through the procedure set forth in the Plan. C. Benefits Compensation. Throughout the Term, the Company shall continue to make available medical and dental benefits to the Executive, and members of the Executive's family who are enrolled in the medical and dental plans at the Termination Date, at least equal to those which would have been provided in accordance with the benefit plans Executive participated in during his employment. Executive will be responsible for paying the full cost of coverage for such benefits. This coverage shall be in addition to and shall not reduce any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"); provided, however, that such benefits shall cease if the Executive becomes eligible to receive medical or dental benefits under the plan of another employer. D. Outplacement Services. For a period of twelve (12) months after the Effective Date, or until such earlier time as Executive obtains other employment, Company will provide Executive with appropriate outplacement services, to assist Executive in obtaining other employment, provided, however, that such outplacement services shall not assist Executive in breaching any of the non-competition covenants in Section 6 herein. -2-

3. Deductions and Withholding; Expenses. Executive agrees that the Company may withhold from any and all compensation paid to and required to be paid to Executive pursuant to this Agreement, all federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes and/or regulations then in effect. For purposes of this Agreement and calculations hereunder, all such deductions and withholdings shall be deemed to have been paid to and received by Executive. 4. Release of Company. Except for the obligations of Company under this Agreement, Executive, for himself, his successors, assigns, attorneys, and all those entitled to assert his rights, now and forever hereby releases and discharges Company and its respective officers, directors, stockholders, trustees, employees, agents, parent corporations, subsidiaries, affiliates, estates, successors, assigns and attorneys, (the "Released Parties") from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney's fees and costs, or liabilities whatsoever, in law or in equity ("Claims"), which Executive ever had or now has against the Released Parties, including any Claims arising by reason of or in any way connected with any employment relationship or Employment Agreement which existed between Company, or any of its parents, subsidiaries, affiliates, or predecessors, and Executive. It is understood and agreed that this Agreement is intended to cover all Claims which may be traced either directly or indirectly to the aforesaid employment relationship, or the termination of that relationship, that Executive has, had, or purports to have, from the beginning of time to the present, whether known or unknown, that now exists, no matter how remotely they may be related to the aforesaid employment

3. Deductions and Withholding; Expenses. Executive agrees that the Company may withhold from any and all compensation paid to and required to be paid to Executive pursuant to this Agreement, all federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes and/or regulations then in effect. For purposes of this Agreement and calculations hereunder, all such deductions and withholdings shall be deemed to have been paid to and received by Executive. 4. Release of Company. Except for the obligations of Company under this Agreement, Executive, for himself, his successors, assigns, attorneys, and all those entitled to assert his rights, now and forever hereby releases and discharges Company and its respective officers, directors, stockholders, trustees, employees, agents, parent corporations, subsidiaries, affiliates, estates, successors, assigns and attorneys, (the "Released Parties") from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney's fees and costs, or liabilities whatsoever, in law or in equity ("Claims"), which Executive ever had or now has against the Released Parties, including any Claims arising by reason of or in any way connected with any employment relationship or Employment Agreement which existed between Company, or any of its parents, subsidiaries, affiliates, or predecessors, and Executive. It is understood and agreed that this Agreement is intended to cover all Claims which may be traced either directly or indirectly to the aforesaid employment relationship, or the termination of that relationship, that Executive has, had, or purports to have, from the beginning of time to the present, whether known or unknown, that now exists, no matter how remotely they may be related to the aforesaid employment relationship, including, but not limited to, Claims for employment discrimination under federal or state law; Claims arising under Title VII of the Civil Rights Act, 42 U.S.C. ss. 2000(e), et seq., the Americans With Disabilities Act, 42 U.S.C. ss. 12101 et seq. or the Age Discrimination in Employment Act, 29 U.S.C. ss. 621, et seq.; Claims for statutory or common law wrongful discharge; Claims for attorney's fees, expenses and costs; Claims for defamation; Claims for intentional infliction of emotional distress; Claims for wages or vacation pay; Claims for benefits, including any Claims arising under the Employee Retirement Income Security Act, 29 U.S.C. ss. 1001, et seq. Without limiting the generality of the foregoing, Executive agrees that by executing this Agreement, he has released and waived any and all Claims he has or may have as of the date of this Agreement under the Age Discrimination in Employment Act, 29 U.S.C. ss. 621, et seq. It is understood that Executive is advised to consult with an attorney prior to executing this Agreement; that he may, before executing this Agreement, consider this Agreement for a period of twenty-one (21) calendar days; and that he is receiving consideration for this Agreement to which he was previously not entitled. It is further understood that this Agreement is not effective until seven (7) calendar days after the execution of this Agreement and that Executive may revoke this Agreement within seven (7) calendar days from the date of execution of this Agreement. -3-

In the event Executive shall breach or attempt to rescind this Agreement or shall institute an action that would otherwise be subject to this release after the Effective Date, Executive agrees that he will first return to the Company all consideration received hereunder and the Company shall be entitled to all attorneys' fees and costs incurred in defending any Claim that Executive purports to release in this Agreement. 5. Return of Company Property. As soon as practicable, but in no event later than five (5) days after the Effective Date, Executive will return to the Company all property of the Company then in his possession, including, but not limited to, any cellular phones, computers, printers, Palm Pilots, files, records, customer information, Confidential Information, Trade Secrets, and any written or electronic information that might constitute non-public insider information under the Securities and Exchange Act of 1934. Upon return of all property, Executive shall represent to the Company that he has no other Company property in his possession. 6. Restrictions on Conduct of the Executive. A. General. The Executive and the Company understand and agree that the purpose of the provisions of this Section 6 is to protect the legitimate business interests of the Company, including the protection of Confidential Information and Trade Secrets, and is not intended to impair or infringe upon the Executive's right to work, earn a living, or acquire and possess property from the fruits of his labor. The Executive hereby acknowledges that the post-employment restrictions set forth in this Section 6 are reasonable and that they do not, and will not, unduly

In the event Executive shall breach or attempt to rescind this Agreement or shall institute an action that would otherwise be subject to this release after the Effective Date, Executive agrees that he will first return to the Company all consideration received hereunder and the Company shall be entitled to all attorneys' fees and costs incurred in defending any Claim that Executive purports to release in this Agreement. 5. Return of Company Property. As soon as practicable, but in no event later than five (5) days after the Effective Date, Executive will return to the Company all property of the Company then in his possession, including, but not limited to, any cellular phones, computers, printers, Palm Pilots, files, records, customer information, Confidential Information, Trade Secrets, and any written or electronic information that might constitute non-public insider information under the Securities and Exchange Act of 1934. Upon return of all property, Executive shall represent to the Company that he has no other Company property in his possession. 6. Restrictions on Conduct of the Executive. A. General. The Executive and the Company understand and agree that the purpose of the provisions of this Section 6 is to protect the legitimate business interests of the Company, including the protection of Confidential Information and Trade Secrets, and is not intended to impair or infringe upon the Executive's right to work, earn a living, or acquire and possess property from the fruits of his labor. The Executive hereby acknowledges that the post-employment restrictions set forth in this Section 6 are reasonable and that they do not, and will not, unduly impair his ability to earn a living. Therefore, subject to the limitations of reasonableness imposed by law, the Executive shall be subject to the restrictions set forth in this Section 6. B. Restrictive Covenants. i. Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive hereby agrees that the Executive shall not, directly or indirectly, reveal, divulge, or disclose to any entity any Confidential Information, and the Executive shall not, directly or indirectly, at any time for a period of two (2) years from the Termination Date use or make use of any Confidential Information in connection with any business activity. The Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others. This Agreement is not intended to, and does not alter either the Company's rights or the Executive's obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. For purposes of this Agreement, "Confidential Information" means all information regarding the Company, its activities, business or clients that is the subject of reasonable efforts by the Company to maintain its confidentiality and that is not generally disclosed by practice or authority to persons not employed by the Company, but that does not rise to the level of a Trade Secret. Confidential Information shall include, but is not -4-

limited to, financial plans and data concerning the Company; management planning information; business plans; operational methods; market studies; marketing plans or strategies; product development techniques or plans; customer lists; details of customer contracts; current and anticipated customer requirements; past, current and planned research and development; business acquisition plans; and new personnel acquisition plans. Confidential Information shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company. This definition shall not limit any definition of "confidential information" or any equivalent term under state or federal law. "Trade Secrets" means all information, with regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, distribution lists or a list of actual or potential customers, advertisers or suppliers which is not commonly known by or available to the public and which information: (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Without limiting the foregoing, Trade Secret means any item of Confidential Information that constitutes a "trade secret(s)" under the common law or statutory law of the State of New York.

limited to, financial plans and data concerning the Company; management planning information; business plans; operational methods; market studies; marketing plans or strategies; product development techniques or plans; customer lists; details of customer contracts; current and anticipated customer requirements; past, current and planned research and development; business acquisition plans; and new personnel acquisition plans. Confidential Information shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company. This definition shall not limit any definition of "confidential information" or any equivalent term under state or federal law. "Trade Secrets" means all information, with regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, distribution lists or a list of actual or potential customers, advertisers or suppliers which is not commonly known by or available to the public and which information: (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Without limiting the foregoing, Trade Secret means any item of Confidential Information that constitutes a "trade secret(s)" under the common law or statutory law of the State of New York. ii. Nonsolicitation of Protected Employees. Executive hereby agrees that for a period of two (2) years from the Termination Date, the Executive shall not directly or indirectly on the Executive's own behalf or as a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant of any individual, corporation, partnership, joint venture, limited liability company, association or other entity or enterprise, solicit or induce any Protected Employee to terminate his or her employment relationship with the Company or to enter into employment with any other Person. "Protected Employees" means employees of the Company who were employed by the Company at any time within six (6) months prior to the Termination Date. iii. Restriction on Relationships with Protected Customers. Executive hereby agrees that for a period of two (2) years from the Termination Date, the Executive shall not directly or indirectly on the Executive's own behalf or as a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant of any individual, corporation, partnership, joint venture, limited liability company, association or other entity or enterprise, solicit, divert, take away or attempt to solicit, divert or take away a Protected Customer for the purpose of providing competitive services or products with the Company; provided, however, that the prohibition of this covenant shall apply only to Protected Customers with whom the Executive had Material Contact on the Company's behalf during the twelve (12) months immediately preceding the termination of his employment hereunder. For purposes of this Agreement, the Executive had "Material Contact" with a Protected Customer if (a) he had business dealings with the Protected -5-

Customer on the Company's behalf; (b) he was responsible for supervising or coordinating the dealings between the Company and the Protected Customer; or (c) he obtained Trade Secrets or Confidential Information about the customer as a result of his association with the Company. "Protected Customers" means any Person to whom the Company has sold its products or services or solicited to sell its products or services during the twelve (12) months prior to the Termination Date. iv. Noncompetition with the Company. In consideration of the compensation and benefits being paid and to be paid by the Company to the Executive hereunder, and in consideration of Executive's former employment with the Company, Executive hereby agrees that, for a period of two (2) years from the Termination Date, the Executive will not, without prior written consent of the Company, directly or indirectly seek or obtain a Competitive Position in the Restricted Territory with a Competitor. "Competitive Position" means any employment with a Competitor in which the Executive will use or is likely to use any Confidential Information or Trade Secrets, or in which the Executive has duties for such Competitor that are the same or similar to those services performed by Executive for the Company. "Restricted Territory" means the United States of America. "Competitor" means any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise engaged in the direct sale and marketing to retailers of textile home fashion products within the same distribution channels and market as the Company.

Customer on the Company's behalf; (b) he was responsible for supervising or coordinating the dealings between the Company and the Protected Customer; or (c) he obtained Trade Secrets or Confidential Information about the customer as a result of his association with the Company. "Protected Customers" means any Person to whom the Company has sold its products or services or solicited to sell its products or services during the twelve (12) months prior to the Termination Date. iv. Noncompetition with the Company. In consideration of the compensation and benefits being paid and to be paid by the Company to the Executive hereunder, and in consideration of Executive's former employment with the Company, Executive hereby agrees that, for a period of two (2) years from the Termination Date, the Executive will not, without prior written consent of the Company, directly or indirectly seek or obtain a Competitive Position in the Restricted Territory with a Competitor. "Competitive Position" means any employment with a Competitor in which the Executive will use or is likely to use any Confidential Information or Trade Secrets, or in which the Executive has duties for such Competitor that are the same or similar to those services performed by Executive for the Company. "Restricted Territory" means the United States of America. "Competitor" means any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise engaged in the direct sale and marketing to retailers of textile home fashion products within the same distribution channels and market as the Company. C. Enforcement of Restrictive Covenants. i. Rights and Remedies Upon Breach. In the event the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company shall have (a) the right and remedy to enjoin the Executive from violating or threatening to violate the Restrictive Covenants it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy to the Company; and (b) the right and the remedy to cease payment of any continuing compensation that would otherwise be due to Executive under this Agreement. ii. Severability of Covenants. The Executive acknowledges and agrees that the restrictive covenants herein are reasonable and valid in time and scope and in all other respects. The covenants set forth in this Agreement shall be considered and construed as separate and independent covenants. Should any part or provision of any covenant be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other part or provision of this Agreement. If any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, the territory, the definition of activities or the definition of information covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of the Company and the Executive in agreeing to the provisions of this Agreement -6-

will not be impaired and the provision in question shall be enforceable to the fullest extent of the applicable laws. 7. Confidentiality and Non-Disparagement. Executive and the Company covenant and warrant that they have not and will not disclose or publish, verbally, in writing or otherwise, to any person or entity the amount of consideration passing pursuant to this Agreement, or any other term or consideration passing pursuant to this Agreement. The parties specifically except from this limitation the following: as to Executive, his tax advisor(s), his immediate family, and the Internal Revenue Service; as to the Company, its attorneys, accountants, directors, and only those employees determined to have a bona fide need to know the information, in the Company's good faith determination, as well as any disclosures required by state or Federal law, including, but not limited to the Securities and Exchange Act of 1934. Executive and the Company further covenant and warrant that neither will make any statements or comments of a defamatory or disparaging nature to third parties, including the Company's customers or potential employers of Executive, regarding Executive, the Company or its directors, officers, personnel, or products. Executive further agrees that, should he breach the obligations set forth in this Paragraph 7, the Company will be entitled to cease payment of all continuing consideration for the remainder of the Term of this Agreement. Executive further agrees that any breach of this paragraph shall cause irreparable harm to the Company, and nothing herein shall prohibit the Company from seeking equitable relief, including an injunction, in the case of a breach of the terms of this paragraph.

will not be impaired and the provision in question shall be enforceable to the fullest extent of the applicable laws. 7. Confidentiality and Non-Disparagement. Executive and the Company covenant and warrant that they have not and will not disclose or publish, verbally, in writing or otherwise, to any person or entity the amount of consideration passing pursuant to this Agreement, or any other term or consideration passing pursuant to this Agreement. The parties specifically except from this limitation the following: as to Executive, his tax advisor(s), his immediate family, and the Internal Revenue Service; as to the Company, its attorneys, accountants, directors, and only those employees determined to have a bona fide need to know the information, in the Company's good faith determination, as well as any disclosures required by state or Federal law, including, but not limited to the Securities and Exchange Act of 1934. Executive and the Company further covenant and warrant that neither will make any statements or comments of a defamatory or disparaging nature to third parties, including the Company's customers or potential employers of Executive, regarding Executive, the Company or its directors, officers, personnel, or products. Executive further agrees that, should he breach the obligations set forth in this Paragraph 7, the Company will be entitled to cease payment of all continuing consideration for the remainder of the Term of this Agreement. Executive further agrees that any breach of this paragraph shall cause irreparable harm to the Company, and nothing herein shall prohibit the Company from seeking equitable relief, including an injunction, in the case of a breach of the terms of this paragraph. 8. Entire Agreement. This Agreement embodies the entire agreement of the parties and supercedes any prior written or oral Agreement, including, without limitation, the Employment Agreement between the parties. This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto. 9. Waiver. The waiver by the Company of a breach of any provision of this Agreement by the Executive shall not operate or be construed as a waiver of any subsequent breach by him. The waiver by the Executive of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company. 10. Governing Law. This Agreement shall be subject to, and governed by, the internal laws of the State of New York, without regard to choice of law principles. 11. Assignability; Successors. The obligations of Executive may not be delegated and, Executive may not, without the Company's written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. 12. Effective Date. The Effective Date of this Agreement shall be seven (7) days after it is fully executed by the parties, and Executive shall have the right to revoke the Agreement during that period (the "Revocation Period"); provided, however, that -7-

Executive shall be bound by all restrictive covenants dating from the Termination Date during the Revocation Period, and any breach of this Agreement by Executive during that Revocation Period shall be construed as a revocation of this Agreement. 13. Paragraph Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. WESTPOINT STEVENS INC.

Executive shall be bound by all restrictive covenants dating from the Termination Date during the Revocation Period, and any breach of this Agreement by Executive during that Revocation Period shall be construed as a revocation of this Agreement. 13. Paragraph Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. WESTPOINT STEVENS INC.
By: /s/ Holcombe T. Green, Jr. ------------------------------------Holcombe T. Green, Jr. Chairman of the Board and Chief Executive Officer

/s/ John T. Toolan ---------------------------------------John T. Toolan

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EXHIBIT 10.53 STOCK OPTION WAIVER AGREEMENT This Agreement is made as of this _____ day of December, 2000, by and between John T. Toolan ("Optionee") and WestPoint Stevens Inc., a Delaware company (the "Company"). I. STATEMENT OF BACKGROUND INFORMATION A. Optionee was previously employed as an officer of the Company and in such capacity was granted options to purchase shares of the Company's common stock. B. Optionee and the Company have previously entered into that certain Separation Agreement and General Release dated as of October 16, 2000, relating to Optionee's termination of employment with the Company (the "Separation Agreement"). C. Under the terms of the Separation Agreement, all stock options held by Optionee will terminate on January 16, 2001, to the extent not exercised prior hereto. D. The Company has requested, and Optionee has agreed, that such unexercised options shall terminate on January 7, 2001. II. STATEMENT OF AGREEMENT 1. Termination of Options. Notwithstanding any provision to the contrary in any stock option agreement between Optionee and the Company, Optionee hereby agrees that all stock options granted to the Optionee by the Company shall terminate, and Optionee shall have no further interest therein, on January 7, 2001, except to the extent that any such option has been exercised by Optionee prior to such date.

EXHIBIT 10.53 STOCK OPTION WAIVER AGREEMENT This Agreement is made as of this _____ day of December, 2000, by and between John T. Toolan ("Optionee") and WestPoint Stevens Inc., a Delaware company (the "Company"). I. STATEMENT OF BACKGROUND INFORMATION A. Optionee was previously employed as an officer of the Company and in such capacity was granted options to purchase shares of the Company's common stock. B. Optionee and the Company have previously entered into that certain Separation Agreement and General Release dated as of October 16, 2000, relating to Optionee's termination of employment with the Company (the "Separation Agreement"). C. Under the terms of the Separation Agreement, all stock options held by Optionee will terminate on January 16, 2001, to the extent not exercised prior hereto. D. The Company has requested, and Optionee has agreed, that such unexercised options shall terminate on January 7, 2001. II. STATEMENT OF AGREEMENT 1. Termination of Options. Notwithstanding any provision to the contrary in any stock option agreement between Optionee and the Company, Optionee hereby agrees that all stock options granted to the Optionee by the Company shall terminate, and Optionee shall have no further interest therein, on January 7, 2001, except to the extent that any such option has been exercised by Optionee prior to such date. 2. Effect on Separation Agreement. Except as expressly set forth herein, the Separation Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. WESTPOINT STEVENS INC.
By: /s/ Holcombe T. Green, Jr. ---------------------------Holcombe T. Green, Jr. Chairman of the Board and Chief Executive Officer

By: /s/ John T. Toolan ---------------------------John T. Toolan

EXHIBIT 10.54 AGREEMENT AND GENERAL RELEASE This Agreement and General Release (the "Agreement") is entered into as of October 16, 2000, by and between WestPoint Stevens Inc., a Delaware corporation (the "Company") and Thomas J. Ward, an individual resident of New York (the "Executive").

EXHIBIT 10.54 AGREEMENT AND GENERAL RELEASE This Agreement and General Release (the "Agreement") is entered into as of October 16, 2000, by and between WestPoint Stevens Inc., a Delaware corporation (the "Company") and Thomas J. Ward, an individual resident of New York (the "Executive"). I. STATEMENT OF BACKGROUND INFORMATION A. Executive has been employed as President and Chief Operating Officer of the Company and a member of the Board of Directors at the Company's offices in New York, New York, and the Company and Executive are parties to an Employment Agreement dated as of July 1, 2000 (the "Employment Agreement"). B. Executive has resigned his position as an officer and a Director of the Company effective as of October 16, 2000. C. The Company intends to retain Executive under different terms of employment set forth herein following the termination of Executive's employment under the Employment Agreement. D. Executive and the Company desire to enter into this Agreement to settle fully and finally all differences between them, including any differences that might arise under the Employment Agreement, Executive's employment and termination of employment with the Company, and Executive's employment under different terms with the Company. II. STATEMENT OF AGREEMENT In consideration of the mutual covenants and obligations hereinafter set forth, the receipt and adequacy of which are expressly acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: 1. Termination of Employment Agreement. The Employment Agreement, and Executive's employment thereunder, shall terminate effective on December 31, 2000 (the "Employment Agreement Termination Date"). Executive shall resign from his position as an officer of the Company effective as of October 16, 2000, but shall remain an employee of the Company through the Employment Agreement Termination Date. During the remainder of his employment under the Employment Agreement, Executive shall perform such duties as the Board of Directors shall determine from time to time at its sole discretion, provided that in no circumstance shall Executive have authority to act as an officer on behalf of the Company. Executive's employment may be terminated prior to the Employment Agreement Termination Date only in accordance with the terms of the Employment Agreement.

2. Retention of Executive under New Terms. A. Retention Term. Company agrees to retain Executive as an employee, effective as of January 1, 2001 (the "Effective Date"), for a period of eighteen (18) months commencing on the Effective Date (the "Retention Term"). During the Retention Term, Executive shall perform such duties as the Chief Executive Officer of the Company shall determine from time to time at his sole discretion, provided that in no circumstance shall Executive have authority to act as an officer on behalf of the Company. The Executive shall serve the Company faithfully and to the best of his ability, devoting substantially all his business time, attention, knowledge, and skills to such employment; provided, however, that Executive may devote reasonable periods of time to civic or community affairs and engage in personal investment activities, so long as such activities do not, individually or in the aggregate, violate the provisions of Section 8 of this Agreement. Executive may, by written notice to the Company, terminate his employment during the Retention Term at any time. Executive's employment may be terminated by the Company for Cause during the Retention Term only if Executive: (i) is charged with a crime of moral turpitude, (ii) commits an act of fraud, embezzlement, or dishonesty toward the Company, (iii) willfully breaches any of the terms of this Agreement, including, but not limited to, this Section 2 and Section 8 of this Agreement, or (iv) accepts employment with any entity other than the Company

2. Retention of Executive under New Terms. A. Retention Term. Company agrees to retain Executive as an employee, effective as of January 1, 2001 (the "Effective Date"), for a period of eighteen (18) months commencing on the Effective Date (the "Retention Term"). During the Retention Term, Executive shall perform such duties as the Chief Executive Officer of the Company shall determine from time to time at his sole discretion, provided that in no circumstance shall Executive have authority to act as an officer on behalf of the Company. The Executive shall serve the Company faithfully and to the best of his ability, devoting substantially all his business time, attention, knowledge, and skills to such employment; provided, however, that Executive may devote reasonable periods of time to civic or community affairs and engage in personal investment activities, so long as such activities do not, individually or in the aggregate, violate the provisions of Section 8 of this Agreement. Executive may, by written notice to the Company, terminate his employment during the Retention Term at any time. Executive's employment may be terminated by the Company for Cause during the Retention Term only if Executive: (i) is charged with a crime of moral turpitude, (ii) commits an act of fraud, embezzlement, or dishonesty toward the Company, (iii) willfully breaches any of the terms of this Agreement, including, but not limited to, this Section 2 and Section 8 of this Agreement, or (iv) accepts employment with any entity other than the Company or its affiliates. For purposes of this provision, the Company shall be deemed to have Cause to terminate Executive's employment pursuant to clause (iii) of the preceding sentence only if the conduct has not been corrected within thirty (30) days following written notice thereof to Executive, such notice stating with specificity the nature of the breach. B. Compensation and Benefits. During the Retention Term, the Company shall pay to the Executive a base salary, payable in accordance with the Company's standard payroll practices, at an annual rate of $80,000 ("Base Salary"). Executive shall be entitled to participate in any medical, dental, disability, insurance, retirement, savings, or other welfare or fringe benefit plans or programs made generally available to the Company's nonexecutive salaried employees. Executive shall not be entitled to receive awards or grants under any equity-based compensation plans or bonus plans. Awards made to Executive under the Company's 1995 Key Employee Stock Bonus Plan (the "Stock Bonus Plan") that have been earned as of the date hereof and outstanding options granted to Executive under the Company's Omnibus Stock Incentive Plan and any other option plans shall continue to vest in accordance with their terms during the Retention Term. C. Obligations Upon Termination of Employment. If Executive shall terminate his employment with the Company during the Retention Term for any reason, or the Company shall terminate Executive's employment during the Retention Term for Cause, Executive shall no longer be entitled to the compensation and benefits set forth in Section 2(B). If the Company terminates Executive's employment other than for Cause, Executive shall receive his Base Salary under Section 2(B) for the remainder of the Retention Term, and the Company shall in addition provide to the Executive any other amounts or benefits required to be paid or provided, or which the Executive is eligible to 2

receive, or would have been eligible to receive under any plan, program, policy or practice or contract or agreement of the Company had Executive remained employed with the Company throughout the Retention Term, including payment of any benefits under any welfare plan, retirement plan, or other deferred compensation plan that Executive would have been entitled to receive benefits under had he remained employed and accrued service credit throughout the Retention Term. 3. Payment Term Consideration to Executive Arising out of the Termination of the Employment Agreement. In consideration for the general release and for the covenants contained herein, the Company agrees to pay to Executive or, in the event of his death, his estate, the following amounts, subject to the terms hereof. Except as set forth in this Agreement, Executive acknowledges that there are no other compensation, wages, salary, or other amounts due and owing to him from the Company: A. Cash Payments. i. Compensation Under Employment Agreement. Until the Employment Agreement Termination Date, Executive

receive, or would have been eligible to receive under any plan, program, policy or practice or contract or agreement of the Company had Executive remained employed with the Company throughout the Retention Term, including payment of any benefits under any welfare plan, retirement plan, or other deferred compensation plan that Executive would have been entitled to receive benefits under had he remained employed and accrued service credit throughout the Retention Term. 3. Payment Term Consideration to Executive Arising out of the Termination of the Employment Agreement. In consideration for the general release and for the covenants contained herein, the Company agrees to pay to Executive or, in the event of his death, his estate, the following amounts, subject to the terms hereof. Except as set forth in this Agreement, Executive acknowledges that there are no other compensation, wages, salary, or other amounts due and owing to him from the Company: A. Cash Payments. i. Compensation Under Employment Agreement. Until the Employment Agreement Termination Date, Executive shall be paid his normal base salary and benefits under the Employment Agreement. ii. Continued Payments. For a period of three (3) years from the Employment Agreement Termination Date (the "Payment Term"), the Company shall pay the Executive an annual amount of $510,000, payable in equal installments in accordance with its usual and customary payroll practices. During the Retention Term, the amounts payable in this Section 3(A)(ii) shall be offset and payments hereunder shall be reduced by the amount of salary Executive receives from the Company for employment under Section 2(B) hereto. iii. MIP Bonus Replacement. Company will pay to Executive three (3) consecutive annual lump sum payments of $306,000, payable in February of the next three calendar years, commencing in February 2001. These payments represent and replace Executive's target bonus under the Management Incentive Plan. B. Equity Compensation. During the Retention Term, Executive's previously earned awards under the Stock Bonus Plan shall continue to vest and be delivered to Executive on the dates set forth in each such award. Upon the expiration of the Retention Term, all previously earned non-vested awards under the Stock Bonus Plan will become immediately vested and be delivered to Executive, notwithstanding any provision for the forfeiture of an unvested award upon termination of employment. Notwithstanding any provision of any stock option agreement between Executive and the Company, any option having an exercise price of $30 or more per share, whether vested or nonvested, shall be forfeited by Executive as of January 7, 2001. Upon the termination of Executive's employment (whether prior to or at the conclusion of the 3

Retention Term), any options that have not previously terminated or been forfeited shall remain exercisable only in accordance with their original terms. C. Benefits Compensation. i. Medical and Dental Coverage. Throughout the Payment Term, the Company shall continue to make available medical and dental benefits to the Executive, and members of the Executive's family who are enrolled in the medical and dental plans at the Employment Agreement Termination Date, at least equal to those which would have been provided in accordance with the benefit plans Executive participated in during his employment. Executive will be responsible for paying the full cost of coverage for such benefits, except when covered as an employee during the Retention Term of this Agreement. This coverage shall be in addition to and shall not reduce any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"); provided, however, that such benefits shall cease if the Executive becomes eligible to receive medical or dental benefits by virtue of subsequent employment. ii. Executive Retirement Plans. During Executive's employment with the Company within the Retention Term, Executive will not be eligible to participate in and accrue further benefits or service credits under the Company's

Retention Term), any options that have not previously terminated or been forfeited shall remain exercisable only in accordance with their original terms. C. Benefits Compensation. i. Medical and Dental Coverage. Throughout the Payment Term, the Company shall continue to make available medical and dental benefits to the Executive, and members of the Executive's family who are enrolled in the medical and dental plans at the Employment Agreement Termination Date, at least equal to those which would have been provided in accordance with the benefit plans Executive participated in during his employment. Executive will be responsible for paying the full cost of coverage for such benefits, except when covered as an employee during the Retention Term of this Agreement. This coverage shall be in addition to and shall not reduce any continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"); provided, however, that such benefits shall cease if the Executive becomes eligible to receive medical or dental benefits by virtue of subsequent employment. ii. Executive Retirement Plans. During Executive's employment with the Company within the Retention Term, Executive will not be eligible to participate in and accrue further benefits or service credits under the Company's Supplemental Retirement Plan ("SRP"), but shall continue to accrue employment service credit under the Supplemental Executive Retirement Plan ("SERP"). iii. Automobile Allowance. Upon the Employment Agreement Termination Date, Executive shall no longer be eligible for an automobile allowance. Within 60 days of the Employment Agreement Termination Date, Company will either assume payments under the current automobile lease for Executive's company car, or will pay the costs for terminating the lease on said automobile. Upon assuming the payments or satisfying the lease, any property interest remaining in the automobile shall be considered Company property and Executive will return said automobile to the Company. iv. Outplacement Services. For a period of six (6) months after the Retention Term, or until such earlier time as Executive obtains other employment, Company will provide Executive with appropriate executive-level outplacement services with the Company's customary provider to assist Executive in obtaining other employment. 4. Deductions and Withholding; Expenses. Executive agrees that the Company may withhold from any and all compensation paid to and required to be paid to Executive pursuant to this Agreement, all federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes and/or regulations then in effect. For purposes of this Agreement and calculations hereunder, all such deductions and withholdings shall be deemed to have been paid to and received by Executive. 4

5. Release of Company. A. Release of Claims. Except for the obligations of Company under this Agreement, Executive, for himself, his successors, assigns, attorneys, and all those entitled to assert his rights, now and forever hereby releases and discharges Company and its respective officers, directors, stockholders, trustees, employees, agents, parent corporations, subsidiaries, affiliates, estates, successors, assigns and attorneys, (the "Released Parties") from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney's fees and costs, or liabilities whatsoever, in law or in equity ("Claims"), which Executive ever had or now has against the Released Parties, including any Claims arising by reason of or in any way connected with any employment relationship or Employment Agreement which existed between Company, or any of its parents, subsidiaries, affiliates, or predecessors, and Executive. It is understood and agreed that this Agreement is intended to cover all Claims which may be traced either directly or indirectly to the aforesaid employment relationship, any change in Executive's position, title, or responsibility during that relationship, and the termination of that relationship, that Executive has, had, or purports to have, from the beginning of time to the present, whether known or unknown, that now exists, no matter how remotely they may be related to the aforesaid employment relationship, including, but not limited to, Claims for employment discrimination under federal or state law; Claims arising under Title VII of the Civil Rights Act, 42 U.S.C. ss. 2000(e), et seq., the Americans With Disabilities Act, 42 U.S.C. ss. 12101

5. Release of Company. A. Release of Claims. Except for the obligations of Company under this Agreement, Executive, for himself, his successors, assigns, attorneys, and all those entitled to assert his rights, now and forever hereby releases and discharges Company and its respective officers, directors, stockholders, trustees, employees, agents, parent corporations, subsidiaries, affiliates, estates, successors, assigns and attorneys, (the "Released Parties") from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney's fees and costs, or liabilities whatsoever, in law or in equity ("Claims"), which Executive ever had or now has against the Released Parties, including any Claims arising by reason of or in any way connected with any employment relationship or Employment Agreement which existed between Company, or any of its parents, subsidiaries, affiliates, or predecessors, and Executive. It is understood and agreed that this Agreement is intended to cover all Claims which may be traced either directly or indirectly to the aforesaid employment relationship, any change in Executive's position, title, or responsibility during that relationship, and the termination of that relationship, that Executive has, had, or purports to have, from the beginning of time to the present, whether known or unknown, that now exists, no matter how remotely they may be related to the aforesaid employment relationship, including, but not limited to, Claims for employment discrimination under federal or state law; Claims arising under Title VII of the Civil Rights Act, 42 U.S.C. ss. 2000(e), et seq., the Americans With Disabilities Act, 42 U.S.C. ss. 12101 et seq. or the Age Discrimination in Employment Act, 29 U.S.C. ss. 621, et seq.; Claims for statutory or common law wrongful discharge; Claims for attorney's fees, expenses and costs; Claims for defamation; Claims for intentional infliction of emotional distress; Claims for wages or vacation pay; Claims for benefits, including any Claims arising under the Employee Retirement Income Security Act, 29 U.S.C. ss. 1001, et seq. Without limiting the generality of the foregoing, Executive agrees that by executing this Agreement, he has released and waived any and all Claims he has or may have as of the date of this Agreement under the Age Discrimination in Employment Act, 29 U.S.C. ss. 621, et seq. It is understood that Executive is advised to consult with an attorney prior to executing this Agreement; that he may, before executing this Agreement, consider this Agreement for a period of twenty-one (21) calendar days; and that he is receiving consideration for this Agreement to which he was previously not entitled. It is further understood that this Agreement is not effective until seven (7) calendar days after the execution of this Agreement and that Executive may revoke this Agreement within seven (7) calendar days from the date of execution of this Agreement. B. Return of Consideration Upon Assertion of a Released Claim. In the event Executive shall breach or attempt to rescind this Agreement or shall institute a Claim against any of the Released Parties that would otherwise be subject to this release after the Effective Date, Executive agrees that he will first return to the Company all consideration received hereunder and the Company shall be entitled to all attorneys' fees 5

and costs incurred in defending any Claim that Executive purports to release in this Agreement. C. Release Upon Expiration of Retention Term. Executive further agrees that upon expiration of the Retention Term in Section 2(A) hereto, he will execute another mutually agreeable release in substantially the form attached hereto as Exhibit "A," and that upon expiration of the Retention Term, all payments due Executive under the Payment Term of this Agreement shall be suspended or eliminated until such time as Executive shall execute an appropriate release of claims. In the event Executive shall fail or refuse to execute said release, then Company shall be relieved from payment of any further consideration under Section 3 during the remainder of the Payment Term. 6. Release of Executive. The Company, for itself, its successors, assigns, attorneys, and all those entitled to assert its rights, now and forever hereby releases and discharges Executive from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney's fees and costs, or liabilities whatsoever, in law or in equity ("Claims"), which the Company ever had or now has against Executive, including any Claims arising by reason of or in any way connected with any employment relationship or Employment Agreement which existed between Company, or any of its parents, subsidiaries, affiliates, or predecessors, and Executive, excluding only Claims that arise in connection with any felony or crime of dishonesty, fraud or moral turpitude for which

and costs incurred in defending any Claim that Executive purports to release in this Agreement. C. Release Upon Expiration of Retention Term. Executive further agrees that upon expiration of the Retention Term in Section 2(A) hereto, he will execute another mutually agreeable release in substantially the form attached hereto as Exhibit "A," and that upon expiration of the Retention Term, all payments due Executive under the Payment Term of this Agreement shall be suspended or eliminated until such time as Executive shall execute an appropriate release of claims. In the event Executive shall fail or refuse to execute said release, then Company shall be relieved from payment of any further consideration under Section 3 during the remainder of the Payment Term. 6. Release of Executive. The Company, for itself, its successors, assigns, attorneys, and all those entitled to assert its rights, now and forever hereby releases and discharges Executive from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney's fees and costs, or liabilities whatsoever, in law or in equity ("Claims"), which the Company ever had or now has against Executive, including any Claims arising by reason of or in any way connected with any employment relationship or Employment Agreement which existed between Company, or any of its parents, subsidiaries, affiliates, or predecessors, and Executive, excluding only Claims that arise in connection with any felony or crime of dishonesty, fraud or moral turpitude for which Executive is indicted for, convicted of, or pleads no contest to. It is understood and agreed that this Agreement is intended to cover all Claims which may be traced either directly or indirectly to the aforesaid employment relationship, and the termination of that relationship, that the Company has, had, or purports to have, from the beginning of time to the present, whether known or unknown, that now exists, no matter how remotely they may be related to the aforesaid employment relationship. Notwithstanding the foregoing, this Section 6 shall be null and void in the event Executive shall breach any provision of or attempt to rescind this Agreement. 7. Return of Company Property. Executive shall be entitled to retain the laptop computer, Palm Pilot, fax machine, telephone and other office equipment provided by the Company for use in Executive's home or while traveling (the "Retained Office Equipment"). As soon as practicable, but in no event later than five (5) days after the Employment Agreement Termination Date, Executive will allow the removal of all Company-owned software from his computers and will return to the Company all property of the Company, other than the Retained Office Equipment, then in his possession, including, but not limited to, files, records, customer information, Confidential Information, Trade Secrets, and any written or electronic information that might constitute non-public insider information under the Securities and Exchange Act of 1934. Upon return of all property, Executive shall represent to the Company that he has no other Company property in his possession. Any Company property provided to Executive during the subsequent Retention Term shall be returned at the end of such term. 6

8. Restrictions on Conduct of the Executive. A. General. The Executive and the Company understand and agree that the purpose of the provisions of this Section 8 is to protect the legitimate business interests of the Company, including the protection of Confidential Information and Trade Secrets, and is not intended to impair or infringe upon the Executive's right to work, earn a living, or acquire and possess property from the fruits of his labor. The Executive hereby acknowledges that the post-employment restrictions set forth in this Section 8 are reasonable and that they do not, and will not, unduly impair his ability to earn a living. Therefore, subject to the limitations of reasonableness imposed by law, the Executive shall be subject to the restrictions set forth in this Section 8. B. Restrictive Covenants. i. Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive hereby agrees that the Executive shall not, directly or indirectly, during the Restricted Period reveal, divulge, or disclose to any entity any Confidential Information, and the Executive shall not, directly or indirectly, at any time after the Employment Agreement Termination Date, use or make use of any Confidential Information in connection with any business activity. The Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others. This Agreement is not intended to, and does not alter either the Company's rights or the Executive's obligations under

8. Restrictions on Conduct of the Executive. A. General. The Executive and the Company understand and agree that the purpose of the provisions of this Section 8 is to protect the legitimate business interests of the Company, including the protection of Confidential Information and Trade Secrets, and is not intended to impair or infringe upon the Executive's right to work, earn a living, or acquire and possess property from the fruits of his labor. The Executive hereby acknowledges that the post-employment restrictions set forth in this Section 8 are reasonable and that they do not, and will not, unduly impair his ability to earn a living. Therefore, subject to the limitations of reasonableness imposed by law, the Executive shall be subject to the restrictions set forth in this Section 8. B. Restrictive Covenants. i. Restriction on Disclosure and Use of Confidential Information and Trade Secrets. Executive hereby agrees that the Executive shall not, directly or indirectly, during the Restricted Period reveal, divulge, or disclose to any entity any Confidential Information, and the Executive shall not, directly or indirectly, at any time after the Employment Agreement Termination Date, use or make use of any Confidential Information in connection with any business activity. The Executive shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for himself or for others. This Agreement is not intended to, and does not alter either the Company's rights or the Executive's obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. For purposes of this Agreement, "Confidential Information" means all information regarding the Company, its activities, business or clients that is the subject of reasonable efforts by the Company to maintain its confidentiality and that is not generally disclosed by practice or authority to persons not employed by the Company, but that does not rise to the level of a Trade Secret. Confidential Information shall include, but is not limited to, financial plans and data concerning the Company; management planning information; business plans; operational methods; market studies; marketing plans or strategies; product development techniques or plans; customer lists; details of customer contracts; current and anticipated customer requirements; past, current and planned research and development; business acquisition plans; and new personnel acquisition plans. Confidential Information shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company. This definition shall not limit any definition of "confidential information" or any equivalent term under state or federal law. "Restricted Period" means the term of Executive's employment with the Company and a period extending for two years from Executive's employment with the Company; provided, however, with respect to any Trade Secret that constitutes a trade secret under New York law, the Restricted Period shall be of unlimited duration. 7

"Trade Secrets" means all information, with regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, distribution lists or a list of actual or potential customers, advertisers or suppliers which is not commonly known by or available to the public and which information: (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Without limiting the foregoing, Trade Secret means any item of Confidential Information that constitutes a "trade secret(s)" under the common law or statutory law of the State of New York. ii. Nonsolicitation of Protected Employees. Executive hereby agrees that for a period of eighteen (18) months from the Employment Agreement Termination Date, the Executive shall not directly or indirectly on the Executive's own behalf or as a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant of any individual, corporation, partnership, joint venture, limited liability company, association or other entity or enterprise, solicit or induce any Protected Employee to terminate his or her employment relationship with the Company or to enter into employment with any other Person. "Protected Employees" means employees of the Company who were employed by the Company at any time within six (6) months prior to the Employment Agreement Termination

"Trade Secrets" means all information, with regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, distribution lists or a list of actual or potential customers, advertisers or suppliers which is not commonly known by or available to the public and which information: (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Without limiting the foregoing, Trade Secret means any item of Confidential Information that constitutes a "trade secret(s)" under the common law or statutory law of the State of New York. ii. Nonsolicitation of Protected Employees. Executive hereby agrees that for a period of eighteen (18) months from the Employment Agreement Termination Date, the Executive shall not directly or indirectly on the Executive's own behalf or as a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant of any individual, corporation, partnership, joint venture, limited liability company, association or other entity or enterprise, solicit or induce any Protected Employee to terminate his or her employment relationship with the Company or to enter into employment with any other Person. "Protected Employees" means employees of the Company who were employed by the Company at any time within six (6) months prior to the Employment Agreement Termination Date. iii. Restriction on Relationships with Protected Customers. Executive hereby agrees that for a period of eighteen (18) months from the Employment Agreement Termination Date, the Executive shall not directly or indirectly on the Executive's own behalf or as a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant of any individual, corporation, partnership, joint venture, limited liability company, association or other entity or enterprise, solicit, divert, take away or attempt to solicit, divert or take away a Protected Customer for the purpose of providing competitive services or products with the Company; provided, however, that the prohibition of this covenant shall apply only to Protected Customers with whom the Executive had Material Contact on the Company's behalf during the twelve (12) months immediately preceding the termination of his employment hereunder. For purposes of this Agreement, the Executive had "Material Contact" with a Protected Customer if (a) he had business dealings with the Protected Customer on the Company's behalf; (b) he was responsible for supervising or coordinating the dealings between the Company and the Protected Customer; or (c) he obtained Trade Secrets or Confidential Information about the customer as a result of his association with the Company. "Protected Customers" means any Person to whom the Company has sold its products or services or solicited to sell its products or services during the twelve (12) months prior to the Employment Agreement Termination Date. 8

iv. Noncompetition with the Company. In consideration of the compensation and benefits being paid and to be paid by the Company to the Executive hereunder, and in consideration of Executive's former employment with the Company, Executive hereby agrees that, for a period of eighteen (18) months from the Employment Agreement Termination Date, the Executive will not, without prior written consent of the Company, directly or indirectly seek or obtain a Competitive Position in the Restricted Territory with a Competitor. "Competitive Position" means any employment with a Competitor in which the Executive will use or is likely to use any Confidential Information or Trade Secrets, or in which the Executive has duties for such Competitor that are the same or similar to those services performed by Executive for the Company. "Restricted Territory" means the United States of America. "Competitor" means any of the companies or other entities identified and set forth on Exhibit B of this Agreement, which is expressly incorporated herein, as well as any successor entity to any of the companies or entities identified on Exhibit B. C. Enforcement of Restrictive Covenants. i. Rights and Remedies Upon Breach. In the event the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company shall have the right and the remedy to cease payment of any continuing compensation and benefits that would otherwise be due to Executive under this Agreement.

iv. Noncompetition with the Company. In consideration of the compensation and benefits being paid and to be paid by the Company to the Executive hereunder, and in consideration of Executive's former employment with the Company, Executive hereby agrees that, for a period of eighteen (18) months from the Employment Agreement Termination Date, the Executive will not, without prior written consent of the Company, directly or indirectly seek or obtain a Competitive Position in the Restricted Territory with a Competitor. "Competitive Position" means any employment with a Competitor in which the Executive will use or is likely to use any Confidential Information or Trade Secrets, or in which the Executive has duties for such Competitor that are the same or similar to those services performed by Executive for the Company. "Restricted Territory" means the United States of America. "Competitor" means any of the companies or other entities identified and set forth on Exhibit B of this Agreement, which is expressly incorporated herein, as well as any successor entity to any of the companies or entities identified on Exhibit B. C. Enforcement of Restrictive Covenants. i. Rights and Remedies Upon Breach. In the event the Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company shall have the right and the remedy to cease payment of any continuing compensation and benefits that would otherwise be due to Executive under this Agreement. ii. Severability of Covenants. The Executive acknowledges and agrees that the restrictive covenants herein are reasonable and valid in time and scope and in all other respects. The covenants set forth in this Agreement shall be considered and construed as separate and independent covenants. Should any part or provision of any covenant be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other part or provision of this Agreement. If any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, the territory, the definition of activities or the definition of information covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of the Company and the Executive in agreeing to the provisions of this Agreement will not be impaired and the provision in question shall be enforceable to the fullest extent of the applicable laws. 9. Confidentiality and Non-Disparagement. Executive and the Company covenant and warrant that they have not and will not disclose or publish, verbally, in writing or otherwise, to any person or entity the amount of consideration passing pursuant to this Agreement, or any other term or consideration passing pursuant to this Agreement. The parties specifically except from this limitation the following: as to Executive, his tax advisor(s), his immediate family, and the Internal Revenue Service; as to the Company, its attorneys, accountants, directors, and only those employees determined to have a bona fide need to know the information, in the Company's good faith determination, as well as 9

any disclosures required by state or Federal law, including, but not limited to the Securities and Exchange Act of 1934. Executive and the Company further covenant and warrant that neither will make any statements or comments of a defamatory or disparaging nature to third parties, including the Company's customers or potential employers of Executive, regarding Executive, the Company or its directors, officers, personnel, or products. Executive further agrees that, should he breach the obligations set forth in this Paragraph 9, the Company will be entitled to cease payment of all continuing consideration for the remainder of the Payment Term of this Agreement. Executive further agrees that any breach of this paragraph shall cause irreparable harm to the Company, and nothing herein shall prohibit the Company from seeking equitable relief, including an injunction, in the case of a breach of the terms of this paragraph. 10. Entire Agreement. This Agreement embodies the entire agreement of the parties and supercedes any prior written or oral Agreement, including, without limitation, the Employment Agreement between the parties. This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto. 11. Waiver. The waiver by the Company of a breach of any provision of this Agreement by the Executive shall

any disclosures required by state or Federal law, including, but not limited to the Securities and Exchange Act of 1934. Executive and the Company further covenant and warrant that neither will make any statements or comments of a defamatory or disparaging nature to third parties, including the Company's customers or potential employers of Executive, regarding Executive, the Company or its directors, officers, personnel, or products. Executive further agrees that, should he breach the obligations set forth in this Paragraph 9, the Company will be entitled to cease payment of all continuing consideration for the remainder of the Payment Term of this Agreement. Executive further agrees that any breach of this paragraph shall cause irreparable harm to the Company, and nothing herein shall prohibit the Company from seeking equitable relief, including an injunction, in the case of a breach of the terms of this paragraph. 10. Entire Agreement. This Agreement embodies the entire agreement of the parties and supercedes any prior written or oral Agreement, including, without limitation, the Employment Agreement between the parties. This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto. 11. Waiver. The waiver by the Company of a breach of any provision of this Agreement by the Executive shall not operate or be construed as a waiver of any subsequent breach by him. The waiver by the Executive of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company. 12. Governing Law. This Agreement shall be subject to, and governed by, the internal laws of the State of New York, without regard to choice of law principles. 13. Assignability; Successors. The obligations of Executive may not be delegated and, Executive may not, without the Company's written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. The Company and Executive agree that this Agreement and each of the Company's rights and obligations hereunder may be assigned or transferred by the Company to and shall be assumed by and binding upon any corporation or other business entity which succeeds to the assets or conducts the business of the Company, whether directly or indirectly, by purchase, merger, consolidation or otherwise (a "Successor"). Any Successor shall, by an agreement in form and substance reasonably satisfactory to Executive, expressly assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if there had been no Successor. 14. Effective Date. The Effective Date of this Agreement shall be seven (7) days after it is fully executed by the parties, and Executive shall have the right to revoke the Agreement during that period (the "Revocation Period"); provided, however, that Executive shall be bound by all restrictive covenants during the Revocation Period, and any breach of this Agreement by Executive during that Revocation Period shall be construed as a revocation of this Agreement. 10

15. Dispute Resolution. Except as necessary to specifically enforce, or enjoin the breach of this Agreement or any provision herein (to the extent such remedies may otherwise be available), any dispute arising out of or relating to this Agreement shall be submitted to binding arbitration by one arbiter under the then existing Commercial Arbitration Rules of the American Arbitration Association in arbitration proceedings conducted in Atlanta, Georgia. The arbiter shall have no power or authority in making his award to modify, enlarge or add to the terms and provisions of this Agreement, except as otherwise expressly agreed herein. The arbiter shall provide the parties a draft of the tentative award and the reasons therefor and permit them to submit briefs supporting or challenging the tentative award. Judgment upon the final award of the arbiter shall be binding upon the parties and may be entered in any court having jurisdiction. 16. Paragraph Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

15. Dispute Resolution. Except as necessary to specifically enforce, or enjoin the breach of this Agreement or any provision herein (to the extent such remedies may otherwise be available), any dispute arising out of or relating to this Agreement shall be submitted to binding arbitration by one arbiter under the then existing Commercial Arbitration Rules of the American Arbitration Association in arbitration proceedings conducted in Atlanta, Georgia. The arbiter shall have no power or authority in making his award to modify, enlarge or add to the terms and provisions of this Agreement, except as otherwise expressly agreed herein. The arbiter shall provide the parties a draft of the tentative award and the reasons therefor and permit them to submit briefs supporting or challenging the tentative award. Judgment upon the final award of the arbiter shall be binding upon the parties and may be entered in any court having jurisdiction. 16. Paragraph Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. WESTPOINT STEVENS INC.
By: /s/ Holcombe T. Green, Jr. --------------------------------------Holcombe T. Green, Jr. Chairman of the Board and Chief Executive Officer

/s/ Thomas J. Ward -----------------------------------------Thomas J. Ward

11

EXHIBIT A GENERAL RELEASE STATEMENT OF BACKGROUND INFORMATION The undersigned, Thomas J. Ward (the "Executive") entered into an Agreement and General Release (the "Agreement") dated as of October 16, 2000 with WestPoint Stevens Inc., a Delaware corporation (the "Company"), concerning the terms of Executive's employment and termination of employment with the Company. This is the release contemplated by Section 5.C of the Agreement. RELEASE OF CLAIMS Executive, for himself, his successors, assigns, attorneys, and all those entitled to assert his rights, now and forever hereby releases and discharges Company and its respective officers, directors, stockholders, trustees, employees, agents, parent corporations, subsidiaries, affiliates, estates, successors, assigns and attorneys, (the "Released Parties") from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney's fees and costs, or liabilities whatsoever, in law or in equity ("Claims"), which Executive ever had or now has against the Released Parties, including any Claims arising by reason of or in any way connected with any employment relationship or Employment Agreement which existed between Company, or any of its parents, subsidiaries, affiliates, or predecessors, and Executive. It is understood and agreed that this General Release is

EXHIBIT A GENERAL RELEASE STATEMENT OF BACKGROUND INFORMATION The undersigned, Thomas J. Ward (the "Executive") entered into an Agreement and General Release (the "Agreement") dated as of October 16, 2000 with WestPoint Stevens Inc., a Delaware corporation (the "Company"), concerning the terms of Executive's employment and termination of employment with the Company. This is the release contemplated by Section 5.C of the Agreement. RELEASE OF CLAIMS Executive, for himself, his successors, assigns, attorneys, and all those entitled to assert his rights, now and forever hereby releases and discharges Company and its respective officers, directors, stockholders, trustees, employees, agents, parent corporations, subsidiaries, affiliates, estates, successors, assigns and attorneys, (the "Released Parties") from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney's fees and costs, or liabilities whatsoever, in law or in equity ("Claims"), which Executive ever had or now has against the Released Parties, including any Claims arising by reason of or in any way connected with any employment relationship or Employment Agreement which existed between Company, or any of its parents, subsidiaries, affiliates, or predecessors, and Executive. It is understood and agreed that this General Release is intended to cover all Claims which may be traced either directly or indirectly to the aforesaid employment relationship, any change in Executive's position, title, or responsibility during that relationship, and the termination of that relationship, that Executive has, had, or purports to have, from the beginning of time to the present, whether known or unknown, that now exists, no matter how remotely they may be related to the aforesaid employment relationship, including, but not limited to, Claims for employment discrimination under federal or state law; Claims arising under Title VII of the Civil Rights Act, 42 U.S.C. ss. 2000(e), et seq., the Americans With Disabilities Act, 42 U.S.C. ss. 12101 et seq. or the Age Discrimination in Employment Act, 29 U.S.C. ss. 621, et seq.; Claims for statutory or common law wrongful discharge; Claims for attorney's fees, expenses and costs; Claims for defamation; Claims for intentional infliction of emotional distress; Claims for wages or vacation pay; Claims for benefits, including any Claims arising under the Employee Retirement Income Security Act, 29 U.S.C. ss. 1001, et seq. Without limiting the generality of the foregoing, Executive agrees that by executing this General Release, he has released and waived any and all Claims he has or may have as of the date of this General Release under the Age Discrimination in Employment Act, 29 U.S.C. ss. 621, et seq. It is understood that Executive is advised to consult with an attorney prior to executing this General Release; that he may, before A-1

executing this General Release, consider this General Release for a period of twenty-one (21) calendar days; and that he is receiving consideration for this General Release to which he was previously not entitled. It is further understood that this General Release is not effective until seven (7) calendar days after the execution of this General Release and that Executive may revoke this General Release within seven (7) calendar days from the date of execution of this General Release. Executed this _____ day of _____________, 20____. Thomas J. Ward A-2

EXHIBIT B

executing this General Release, consider this General Release for a period of twenty-one (21) calendar days; and that he is receiving consideration for this General Release to which he was previously not entitled. It is further understood that this General Release is not effective until seven (7) calendar days after the execution of this General Release and that Executive may revoke this General Release within seven (7) calendar days from the date of execution of this General Release. Executed this _____ day of _____________, 20____. Thomas J. Ward A-2

EXHIBIT B Companies That are Deemed "Competitors" Under Section 8(B)(iv) Springs Industries, Inc. Pillowtex Corporation Mohawk Industries, Inc. Dan River Inc. Crown Crafts, Inc. Burlington Industries, Inc. Pacific Coast Apparel Company, Inc. Glenoit Hollander House Hilalsal Louisville Bedding Revman Croscill Thomaston Mills, Inc. B-1

EXHIBIT 10.55 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is made by and between WESTPOINT STEVENS INC., a Delaware corporation ("Sublessor"), and HTG CORPORATION, a Georgia corporation ("Sublessee"), as of the 15th day of August, 2000 ("Effective Date"). RECITALS: A. WHEREAS, EOP-Buckhead, L.L.C., a Delaware limited liability company ("Landlord") and Sublessor entered into that certain Office Lease dated July 13, 2000, (the "Lease"), and B. WHEREAS, Sublessor now desires to sublease a portion of the Leased Premises to Sublessee, NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublessor and Sublessee do hereby agree as follows: 1. Sublessor represents and warrants to Sublessee that (a) Sublessor has delivered to Sublessee a full and complete copy of the Lease, (b) the Lease is, as of the date hereof, in full force and effect, and (c) Sublessor is

EXHIBIT B Companies That are Deemed "Competitors" Under Section 8(B)(iv) Springs Industries, Inc. Pillowtex Corporation Mohawk Industries, Inc. Dan River Inc. Crown Crafts, Inc. Burlington Industries, Inc. Pacific Coast Apparel Company, Inc. Glenoit Hollander House Hilalsal Louisville Bedding Revman Croscill Thomaston Mills, Inc. B-1

EXHIBIT 10.55 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is made by and between WESTPOINT STEVENS INC., a Delaware corporation ("Sublessor"), and HTG CORPORATION, a Georgia corporation ("Sublessee"), as of the 15th day of August, 2000 ("Effective Date"). RECITALS: A. WHEREAS, EOP-Buckhead, L.L.C., a Delaware limited liability company ("Landlord") and Sublessor entered into that certain Office Lease dated July 13, 2000, (the "Lease"), and B. WHEREAS, Sublessor now desires to sublease a portion of the Leased Premises to Sublessee, NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublessor and Sublessee do hereby agree as follows: 1. Sublessor represents and warrants to Sublessee that (a) Sublessor has delivered to Sublessee a full and complete copy of the Lease, (b) the Lease is, as of the date hereof, in full force and effect, and (c) Sublessor is not in default under the Lease. 2. Sublessor, for and in consideration of the rents herein reserved and of the covenants and agreements herein contained on the part of Sublessee to be performed, hereby subleases to Sublessee, and Sublessee accepts from Sublessor, the following portion of the Leased Premises: approximately 1040 square feet of Net Rentable Area located on the Sixteenth (16th) floor of the Building, as depicted on Exhibit A attached hereto (the "Sublet Premises") together with reception areas, hallways, break rooms and kitchens located within the Leased Premises. 3. The term of this Sublease shall commence as of the effective date on the date hereof and shall expire upon the Expiration Date specified in the Lease, unless earlier terminated by agreement of the parties or as provided herein, provided however, that either party may terminate this Sublease upon ninety (90) days advance written notice..

EXHIBIT 10.55 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (this "Sublease") is made by and between WESTPOINT STEVENS INC., a Delaware corporation ("Sublessor"), and HTG CORPORATION, a Georgia corporation ("Sublessee"), as of the 15th day of August, 2000 ("Effective Date"). RECITALS: A. WHEREAS, EOP-Buckhead, L.L.C., a Delaware limited liability company ("Landlord") and Sublessor entered into that certain Office Lease dated July 13, 2000, (the "Lease"), and B. WHEREAS, Sublessor now desires to sublease a portion of the Leased Premises to Sublessee, NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublessor and Sublessee do hereby agree as follows: 1. Sublessor represents and warrants to Sublessee that (a) Sublessor has delivered to Sublessee a full and complete copy of the Lease, (b) the Lease is, as of the date hereof, in full force and effect, and (c) Sublessor is not in default under the Lease. 2. Sublessor, for and in consideration of the rents herein reserved and of the covenants and agreements herein contained on the part of Sublessee to be performed, hereby subleases to Sublessee, and Sublessee accepts from Sublessor, the following portion of the Leased Premises: approximately 1040 square feet of Net Rentable Area located on the Sixteenth (16th) floor of the Building, as depicted on Exhibit A attached hereto (the "Sublet Premises") together with reception areas, hallways, break rooms and kitchens located within the Leased Premises. 3. The term of this Sublease shall commence as of the effective date on the date hereof and shall expire upon the Expiration Date specified in the Lease, unless earlier terminated by agreement of the parties or as provided herein, provided however, that either party may terminate this Sublease upon ninety (90) days advance written notice.. 4. Sublessor has delivered possession of the Sublet Premises to Sublessee on the Effective Date. 5. The Sublet Premises shall be used and occupied only for the uses permitted under the Lease. 6. Sublessee agrees to pay as Rent for the Sublet Premises Eighteen percent (18%) of any other sums owed by Sublessor to Landlord under the Lease and related to Premises A and B including, but not limited to, Sublessee's pro rata share of all Base Rental and Additional Base Rental (as defined in the Lease) plus all charges for parking spaces assigned to Sublessee, with such payment to be made directly to Sublessor upon the terms and conditions set forth in the Lease. 7. Sublessor represents that it has the full power and authority to enter into this Sublease, subject to the consent of Landlord. So long as Sublessee is not in default in the performance of its covenants and agreements in this Sublease, Sublessee's quiet and peaceful

enjoyment of the Sublet Premises shall not be disturbed or interfered with by Sublessor, or any person claiming by, through or under Sublessor. 8. Sublessee shall not assign, convey or mortgage this Sublease or any interest therein, or allow any transfer thereof or any lien upon Sublessee's interest in the Sublet Premises by operation of law or otherwise, or further sublet the Sublet Premises or any part thereof, or permit the occupancy of the Sublet Premises or any part thereof by anyone other than Sublessee.

enjoyment of the Sublet Premises shall not be disturbed or interfered with by Sublessor, or any person claiming by, through or under Sublessor. 8. Sublessee shall not assign, convey or mortgage this Sublease or any interest therein, or allow any transfer thereof or any lien upon Sublessee's interest in the Sublet Premises by operation of law or otherwise, or further sublet the Sublet Premises or any part thereof, or permit the occupancy of the Sublet Premises or any part thereof by anyone other than Sublessee. 9. This Sublease and the rights of the parties hereunder are subject and subordinate to the Lease. Each party agrees that it will not, by its act or omission to act, cause a default under the Lease. In furtherance of the foregoing, the parties hereby confirm, each to the other, that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Lease and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford Sublessee the benefits of this Sublease and of those provisions of the Lease which by their nature are intended to benefit the party in possession of the Leased Premises, and in order to protect Sublessor against the default by Sublessee which might cause a default by Sublessor under this Lease, Sublessor and Sublessee agree as follows: (i) Sublessee's use of the Subleased Premises shall be strictly in accordance with the use provisions of the Lease. (ii) Sublessee shall perform all affirmative covenants and shall refrain from performing any act which is prohibited by the negative covenants of the Lease, whether the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Sublet Premises. If practical, Sublessee shall perform affirmative covenants which are also covenants of Sublessor under the Lease at least five (5) days prior to the date when Sublessor's performance is required under the Lease. Sublessor shall have the right to enter the Sublet Premises to cure any default by Sublessee under this paragraph. (iii) Sublessor shall not agree to any amendment to the Lease which might have an adverse effect on Sublessee's occupancy of the Sublet Premises or its use of the Sublet Premises for their intended purpose, unless Sublessor shall first obtain Sublessee's prior written approval thereof. (iv) Sublessor hereby grants Sublessee the right to receive all of the services and benefits with respect to the Sublet Premises which are to be provided by Landlord under the Lease. Sublessor shall have no duty to perform any obligations of Landlord which are, by their nature, the obligation of an owner or manager of real property. For example, Sublessor shall not be required to provide the services or repairs which the Landlord is required to provide under the Lease. The Sublessor shall have no responsibility for or be liable to Sublessee for any default, failure or delay on the part of Landlord in the performance or observance by Landlord of any of its obligations under the Lease, nor shall such default by Landlord affect this Sublease or waive or defer the performance for any of Sublessee's obligations hereunder, except to the extent that such default by Landlord excuses performance by Sublessor under the Lease. Notwithstanding the foregoing, the parties contemplate that Landlord shall, in fact, perform its obligations under the Lease, and in the event of any default or failure of such performance by Landlord, Sublessor agrees that it will, upon notice from Sublessee, make demand upon Landlord to perform its obligations under the Lease and, provided that Sublessee specifically agrees to pay all costs and expenses of Sublessor, Sublessor will take appropriate legal action to enforce the Lease. (v) Sublessee hereby agrees to indemnify and hold Sublessor harmless, with regard to its leasing and use of the Subleased Premises, to the same extent that Sublessor, as tenant or lessee, is required to indemnify and hold Landlord harmless with respect to the Premises. Likewise,

Sublessee hereby agrees to obtain insurance in the same amounts and of the same types required to be carried by Sublessor with regard to the Premises. (vi) Any act or omission by Sublessee that would constitute a default under the Lease shall be deemed a default by Sublessee under this Sublease. In addition, any failure by Sublessee to pay Rent when due or any failure by Sublessee to perform any other obligations required under this Sublease, shall be deemed a default hereunder and that in such event Sublessor's rights shall be the same as Landlord's rights upon Sublessor's default under the Lease.

Sublessee hereby agrees to obtain insurance in the same amounts and of the same types required to be carried by Sublessor with regard to the Premises. (vi) Any act or omission by Sublessee that would constitute a default under the Lease shall be deemed a default by Sublessee under this Sublease. In addition, any failure by Sublessee to pay Rent when due or any failure by Sublessee to perform any other obligations required under this Sublease, shall be deemed a default hereunder and that in such event Sublessor's rights shall be the same as Landlord's rights upon Sublessor's default under the Lease. 10. Sublessee agrees that all of the remaining terms, covenants, promises and conditions of the Lease are hereby incorporated by reference, and Sublessee shall comply with and be bound by all of the terms, covenants, promises and conditions of the Lease which pertain to the Sublet Premises. Sublessor shall have all rights and remedies provided for the Landlord under the Lease, in the event Sublessee shall default in the performance of its obligations under this Sublease. 11. This Sublease contains the entire agreement and understanding between the parties hereto with respect to the Sublet Premises, and there are no other terms, covenants, obligations or representations of any kind whatsoever regarding the subject matter hereof. Provide, however, that capitalized terms used herein but not defined shall have the meanings given to them in the Lease. 12. This Sublease shall be binding upon, and shall enure to the benefit of, the parties hereto, and their respective successors and assigns. 13. This Sublease shall be governed and interpreted in accordance with the laws of the State of Georgia. IN WITNESS WHEREOF, Sublessor and Sublessee have caused this Sublease to be executed for and in their respective names on the date shown above.
SUBLESSOR: WESTPOINT STEVENS INC. SUBLESSEE: HTG CORPORATION

By: /s/ Thomas M. Lane ---------------------------Its: Senior VP and Treasurer --------------------------Date: February 6, 2001 --------------------------

By: /s/ Holcombe T. Green, Jr. ---------------------------Its: President --------------------------Date: February 5, 2001 --------------------------

EXHIBIT 10.56 LANDLORD CONSENT TO SUBLEASE This Consent is entered into as of the 14th day of February, 2001 by and among EOP-BUCKHEAD, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("Landlord"), WESTPOINT STEVENS INC., A DELAWARE CORPORATION ("Sublandlord"), and HTG CORPORATION, A GEORGIA CORPORATION ("Subtenant"). RECITALS: A. Landlord, as landlord, and Sublandlord, as tenant, are parties to that certain lease agreement dated July 13, 2000 (the "Lease") pursuant to which Landlord has leased to Sublandlord certain premises currently containing approximately 11,899 rentable square feet (the "Premises") known as Suite Nos. 1600, 1620 and 1680 on the 16th floor of the building commonly known as Prominence in Buckhead located at 3475 Piedmont Road, NE, Atlanta, Georgia (the "Building").

EXHIBIT 10.56 LANDLORD CONSENT TO SUBLEASE This Consent is entered into as of the 14th day of February, 2001 by and among EOP-BUCKHEAD, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("Landlord"), WESTPOINT STEVENS INC., A DELAWARE CORPORATION ("Sublandlord"), and HTG CORPORATION, A GEORGIA CORPORATION ("Subtenant"). RECITALS: A. Landlord, as landlord, and Sublandlord, as tenant, are parties to that certain lease agreement dated July 13, 2000 (the "Lease") pursuant to which Landlord has leased to Sublandlord certain premises currently containing approximately 11,899 rentable square feet (the "Premises") known as Suite Nos. 1600, 1620 and 1680 on the 16th floor of the building commonly known as Prominence in Buckhead located at 3475 Piedmont Road, NE, Atlanta, Georgia (the "Building"). B. Sublandlord and Subtenant have entered into that certain sublease agreement dated August 15, 2000, attached hereto as EXHIBIT A (the "Sublease Agreement") pursuant to which Sublandlord has agreed to sublease to Subtenant certain premises described as follows: 1,040 rentable square feet on the 16th floor of the Building, (the "Sublet Premises") constituting a part of the Premises. C. Sublandlord and Subtenant have requested Landlord's consent to the Sublease Agreement. D. Landlord has agreed to give such consent upon the terms and conditions contained in this Consent. NOW THEREFORE, in consideration of the foregoing preambles which by this reference are incorporated herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby consents to the Sublease Agreement subject to the following terms and conditions, all of which are hereby acknowledged and agreed to by Sublandlord and Subtenant: 1. Sublease Agreement and Lease. Sublandlord and Subtenant hereby represent that a true and complete copy of the Sublease Agreement is attached hereto and made a part hereof as EXHIBIT A. Notwithstanding anything to the contrary contained in the Sublease Agreement to the contrary, all parties agree that the "Lease", as defined in the Sublease Agreement, shall be deemed to mean the Lease, as described in Recital A above. 2. Representations. Sublandlord hereby represents and warrants that Sublandlord (i) has full power and authority to sublease the Sublet Premises to Subtenant, (ii) has not transferred or conveyed its interest in the Lease to any person or entity collaterally or otherwise, and (iii) has full power and authority to enter into the Sublease Agreement and this Consent. Subtenant hereby represents and warrants that Subtenant has full power and authority to enter into the Sublease Agreement and this Consent. 3. Indemnity and Insurance. Subtenant hereby assumes, with respect to Landlord, all of the indemnity and insurance obligations of the Sublandlord under the Lease with respect to the Sublet Premises, provided that the foregoing shall not be construed as relieving or releasing Sublandlord from any such obligations. 4. No Release. Nothing contained in the Sublease Agreement or this Consent shall be construed as relieving or releasing Sublandlord from any of its obligations under the Lease, it being expressly understood and agreed that Sublandlord shall remain liable for such obligations notwithstanding anything contained in the Sublease Agreement or this Consent or any subsequent assignment(s), sublease(s) or transfer(s) of the interest of the tenant under the Lease. Sublandlord shall be responsible for the collection of all rent due it from Subtenant, and for the performance of all the other terms and conditions of the Sublease Agreement, it being understood that Landlord is not a party to the Sublease Agreement and, notwithstanding anything to the contrary contained in the Sublease Agreement, is not bound by any terms or provisions contained in the Sublease Agreement and is not obligated to Sublandlord or Subtenant for any of the duties and obligations contained therein. 5. Administrative Fee. Upon Sublandlord's execution and delivery of this Consent, Sublandlord shall pay to Landlord the sum of $750.00 in consideration for Landlord's review of the Sublease Agreement and the

preparation and delivery of this Consent. 1

6. No Transfer. Subtenant shall not further sublease the Sublet Premises, assign its interest as the Subtenant under the Sublease Agreement or otherwise transfer its interest in the Sublet Premises or the Sublease Agreement to any person or entity without the written consent of Landlord, which Landlord may withhold in its sole discretion. 7. Lease. In no event shall the Sublease Agreement or this Consent be construed as granting or conferring upon the Sublandlord or the Subtenant any greater rights than those contained in the Lease nor shall there be any diminution of the rights and privileges of the Landlord under the Lease. Without limiting the scope of the preceding sentence, any construction or alterations performed in or to the Sublet Premises shall be performed with Landlord's prior written approval and in accordance with the terms and conditions of the Lease. 8. Services. Sublandlord hereby authorizes Subtenant, as agent for Sublandlord, to obtain services and materials for or related to the Sublet Premises, and Sublandlord agrees to pay for such services and materials as additional Rent under the Lease upon written demand from Landlord. However, as a convenience to Sublandlord, Landlord may bill Subtenant directly for such services and materials, or any portion thereof, in which event Subtenant shall pay for the services and materials so billed upon written demand, provided that such billing shall not relieve Sublandlord from its primary obligation to pay for such services and materials. 9. Attornment. If the Lease or Sublandlord's right to possession thereunder terminates for any reason prior to expiration of the Sublease Agreement, Subtenant agrees, at the election of Landlord, to attorn to Landlord upon the then executory terms and conditions of the Sublease Agreement for the remainder of the term of the Sublease Agreement. If Landlord does not so elect, the Sublease Agreement and all rights of Subtenant in the Sublet Premises shall terminate upon the date of termination of the Lease or Sublandlord's right to possession thereunder. 10. Sublandlord Notice Address. If Sublandlord is subleasing the entire Premises or otherwise vacating the Premises, Sublandlord shall provide Landlord with a new address for notices to Sublandlord under the Lease. If Sublandlord fails to provide Landlord with written notice of such new address, then Landlord may continue to send notices to Sublandlord at the address(es) provided in, and in accordance with the terms of, the Lease. 11. Payments Due Under the Sublease. As described in Sectio XIII.C. of the Lease, if at any time Sublandlord is in default under the terms of the Lease, Landlord shall have the right to contact Subtenant and require Subtenant to pay all sums due under the Sublease Agreement directly to Landlord until such time as Sublandlord has cured such default. Subtenant agrees to pay such sums directly to Landlord if requested by Landlord, and Sublandlord agrees that any such sums paid by Subtenant shall be deemed applied against any sums owed by Subtenant under the Sublease Agreement. Any such sums received by Landlord from Subtenant shall be received by Landlord on behalf of Sublandlord and shall be applied by Landlord to any sums past due under the Lease, in such order of priority as required under the Lease or, if the Lease is silent in such regard, then in such order of priority as Landlord deems appropriate. 12. Lease Modifications. It is hereby acknowledged and agreed that the provisions in Section 9(iii) of the Sublease or any other provisions therein which limit the manner in which Sublandlord may amend the Lease are binding only upon Sublandlord and Subtenant as between such parties. Landlord shall not be bound in any manner by such provisions and may rely upon Sublandlord's execution of any agreements amending the Lease subsequent to the date hereof notwithstanding the aforesaid terms and provisions of the Sublease, including Section 9(iii) of the Sublease. 13. Representation of Landlord. Effective as of January 15, 2001, Landlord hereby represents to Subtenant, that, to the knowledge of Landlord, Sublandlord is not in default under the terms of the Lease and has paid all sums due under the Sublease through January 15, 2001. 14. Counterparts. This Consent may be executed in counterparts and shall constitute an agreement binding on all parties notwithstanding that all parties are not signatories to the original or the same counterpart provided that all parties are furnished a copy or copies thereof reflecting the signature of all parties.

6. No Transfer. Subtenant shall not further sublease the Sublet Premises, assign its interest as the Subtenant under the Sublease Agreement or otherwise transfer its interest in the Sublet Premises or the Sublease Agreement to any person or entity without the written consent of Landlord, which Landlord may withhold in its sole discretion. 7. Lease. In no event shall the Sublease Agreement or this Consent be construed as granting or conferring upon the Sublandlord or the Subtenant any greater rights than those contained in the Lease nor shall there be any diminution of the rights and privileges of the Landlord under the Lease. Without limiting the scope of the preceding sentence, any construction or alterations performed in or to the Sublet Premises shall be performed with Landlord's prior written approval and in accordance with the terms and conditions of the Lease. 8. Services. Sublandlord hereby authorizes Subtenant, as agent for Sublandlord, to obtain services and materials for or related to the Sublet Premises, and Sublandlord agrees to pay for such services and materials as additional Rent under the Lease upon written demand from Landlord. However, as a convenience to Sublandlord, Landlord may bill Subtenant directly for such services and materials, or any portion thereof, in which event Subtenant shall pay for the services and materials so billed upon written demand, provided that such billing shall not relieve Sublandlord from its primary obligation to pay for such services and materials. 9. Attornment. If the Lease or Sublandlord's right to possession thereunder terminates for any reason prior to expiration of the Sublease Agreement, Subtenant agrees, at the election of Landlord, to attorn to Landlord upon the then executory terms and conditions of the Sublease Agreement for the remainder of the term of the Sublease Agreement. If Landlord does not so elect, the Sublease Agreement and all rights of Subtenant in the Sublet Premises shall terminate upon the date of termination of the Lease or Sublandlord's right to possession thereunder. 10. Sublandlord Notice Address. If Sublandlord is subleasing the entire Premises or otherwise vacating the Premises, Sublandlord shall provide Landlord with a new address for notices to Sublandlord under the Lease. If Sublandlord fails to provide Landlord with written notice of such new address, then Landlord may continue to send notices to Sublandlord at the address(es) provided in, and in accordance with the terms of, the Lease. 11. Payments Due Under the Sublease. As described in Sectio XIII.C. of the Lease, if at any time Sublandlord is in default under the terms of the Lease, Landlord shall have the right to contact Subtenant and require Subtenant to pay all sums due under the Sublease Agreement directly to Landlord until such time as Sublandlord has cured such default. Subtenant agrees to pay such sums directly to Landlord if requested by Landlord, and Sublandlord agrees that any such sums paid by Subtenant shall be deemed applied against any sums owed by Subtenant under the Sublease Agreement. Any such sums received by Landlord from Subtenant shall be received by Landlord on behalf of Sublandlord and shall be applied by Landlord to any sums past due under the Lease, in such order of priority as required under the Lease or, if the Lease is silent in such regard, then in such order of priority as Landlord deems appropriate. 12. Lease Modifications. It is hereby acknowledged and agreed that the provisions in Section 9(iii) of the Sublease or any other provisions therein which limit the manner in which Sublandlord may amend the Lease are binding only upon Sublandlord and Subtenant as between such parties. Landlord shall not be bound in any manner by such provisions and may rely upon Sublandlord's execution of any agreements amending the Lease subsequent to the date hereof notwithstanding the aforesaid terms and provisions of the Sublease, including Section 9(iii) of the Sublease. 13. Representation of Landlord. Effective as of January 15, 2001, Landlord hereby represents to Subtenant, that, to the knowledge of Landlord, Sublandlord is not in default under the terms of the Lease and has paid all sums due under the Sublease through January 15, 2001. 14. Counterparts. This Consent may be executed in counterparts and shall constitute an agreement binding on all parties notwithstanding that all parties are not signatories to the original or the same counterpart provided that all parties are furnished a copy or copies thereof reflecting the signature of all parties. IN WITNESS WHEREOF, Landlord, Sublandlord and Subtenant have executed this Consent as of the date set forth above. 2

LANDLORD: EOP-BUCKHEAD, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY By: EOP Operating Limited Partnership, a Delaware limited partnership, its sole member By: Equity Office Properties Trust, a Maryland real estate investment trust, its general partner
By: /s/ Donald E. Huffner -------------------------------Name: Donald E. Huffner -----------------------------Title: Senior Vice President Altanta Region -----------------------------

SUBLANDLORD: WESTPOINT STEVENS INC., A DELAWARE CORPORATION
By: /s/ Thomas M. Lane --------------------------------------Name: Thomas M. Lane ------------------------------------Title: Senior Vice President and Treasurer ------------------------------------

SUBTENANT: HTG CORPORATION, A GEORGIA CORPORATION
By: /s/ Holcombe T. Green, Jr. --------------------------------------Name: Holcombe T. Green, Jr. --------------------------------------Title: President ---------------------------------------

3

EXHIBIT A SUBLEASE AGREEMENT 4

LANDLORD: EOP-BUCKHEAD, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY By: EOP Operating Limited Partnership, a Delaware limited partnership, its sole member By: Equity Office Properties Trust, a Maryland real estate investment trust, its general partner
By: /s/ Donald E. Huffner -------------------------------Name: Donald E. Huffner -----------------------------Title: Senior Vice President Altanta Region -----------------------------

SUBLANDLORD: WESTPOINT STEVENS INC., A DELAWARE CORPORATION
By: /s/ Thomas M. Lane --------------------------------------Name: Thomas M. Lane ------------------------------------Title: Senior Vice President and Treasurer ------------------------------------

SUBTENANT: HTG CORPORATION, A GEORGIA CORPORATION
By: /s/ Holcombe T. Green, Jr. --------------------------------------Name: Holcombe T. Green, Jr. --------------------------------------Title: President ---------------------------------------

3

EXHIBIT A SUBLEASE AGREEMENT 4

EXHIBIT A SUBLEASE AGREEMENT 4

EXHIBIT 21 LIST OF SUBSIDIARIES OF WESTPOINT STEVENS INC.
% of Securit Owned by Immed. Pare -----------100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Name ---WestPoint Stevens Inc. I J.P. Stevens & Co., Inc. WestPoint Stevens (Canada) Ltd. J.P. Stevens Enterprises, Inc. Alamac Holdings Inc. Liebhardt Inc. WestPoint Stevens (Asia) Inc. WestPoint Stevens Stores Inc. WestPoint Stevens (UK) Limited WestPoint Stevens (Europe) Limited Lexward Properties Limited P.J. Flower Inc. DPC Associates Limited WPS Receivables Corporation WPSI Inc.

Incorporated -----------Delaware Delaware Canada Delaware Delaware Delaware British Virgin Islands Georgia England England England New Jersey England & Wales Delaware Delaware

48

WESTPOINT STEVENS INC. EXHIBIT (23.1) - CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-80806, Form S8 No. 333-32803, Form S-8 No. 333-69209, Form S-8 No. 333-63339, Form S-8 No. 33-85718, Form S-8 No. 33-95580, Form S-8 No. 333-27913, Form S-8 No. 333-78679 and Form S-8 No. 333-44366) pertaining to (i) WestPoint Stevens Inc. 1994 Non-Employee Directors Stock Option Plan, (ii) the Retirement Savings Value Plan For Employees of WestPoint Stevens Inc., (iii) the Retirement Savings Value Plan For Employees of WestPoint Stevens Inc., and Retirement Savings Value Plan For Employees of Liebhardt Inc., (iv) the 1995 Key Employee Stock Bonus Plan, (v) the Retirement Savings Value Plan For Employees of WestPoint Stevens Inc., (vi) the 1995 Key Employee Stock Bonus Plan, (vii) the Omnibus Stock Incentive Plan, (viii) the Omnibus Stock Incentive Plan, and (ix) the Omnibus Stock Incentive Plan, respectively, of our report dated February 2, 2001, except for Note 2, as to which the date is March 26, 2001, with respect to the consolidated financial statements and schedule of WestPoint Stevens Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000.
/s/ Ernst & Young LLP Columbus, Georgia March 29, 2001

49

EXHIBIT 21 LIST OF SUBSIDIARIES OF WESTPOINT STEVENS INC.
% of Securit Owned by Immed. Pare -----------100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Name ---WestPoint Stevens Inc. I J.P. Stevens & Co., Inc. WestPoint Stevens (Canada) Ltd. J.P. Stevens Enterprises, Inc. Alamac Holdings Inc. Liebhardt Inc. WestPoint Stevens (Asia) Inc. WestPoint Stevens Stores Inc. WestPoint Stevens (UK) Limited WestPoint Stevens (Europe) Limited Lexward Properties Limited P.J. Flower Inc. DPC Associates Limited WPS Receivables Corporation WPSI Inc.

Incorporated -----------Delaware Delaware Canada Delaware Delaware Delaware British Virgin Islands Georgia England England England New Jersey England & Wales Delaware Delaware

48

WESTPOINT STEVENS INC. EXHIBIT (23.1) - CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-80806, Form S8 No. 333-32803, Form S-8 No. 333-69209, Form S-8 No. 333-63339, Form S-8 No. 33-85718, Form S-8 No. 33-95580, Form S-8 No. 333-27913, Form S-8 No. 333-78679 and Form S-8 No. 333-44366) pertaining to (i) WestPoint Stevens Inc. 1994 Non-Employee Directors Stock Option Plan, (ii) the Retirement Savings Value Plan For Employees of WestPoint Stevens Inc., (iii) the Retirement Savings Value Plan For Employees of WestPoint Stevens Inc., and Retirement Savings Value Plan For Employees of Liebhardt Inc., (iv) the 1995 Key Employee Stock Bonus Plan, (v) the Retirement Savings Value Plan For Employees of WestPoint Stevens Inc., (vi) the 1995 Key Employee Stock Bonus Plan, (vii) the Omnibus Stock Incentive Plan, (viii) the Omnibus Stock Incentive Plan, and (ix) the Omnibus Stock Incentive Plan, respectively, of our report dated February 2, 2001, except for Note 2, as to which the date is March 26, 2001, with respect to the consolidated financial statements and schedule of WestPoint Stevens Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000.
/s/ Ernst & Young LLP Columbus, Georgia March 29, 2001

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WESTPOINT STEVENS INC. EXHIBIT (23.1) - CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-80806, Form S8 No. 333-32803, Form S-8 No. 333-69209, Form S-8 No. 333-63339, Form S-8 No. 33-85718, Form S-8 No. 33-95580, Form S-8 No. 333-27913, Form S-8 No. 333-78679 and Form S-8 No. 333-44366) pertaining to (i) WestPoint Stevens Inc. 1994 Non-Employee Directors Stock Option Plan, (ii) the Retirement Savings Value Plan For Employees of WestPoint Stevens Inc., (iii) the Retirement Savings Value Plan For Employees of WestPoint Stevens Inc., and Retirement Savings Value Plan For Employees of Liebhardt Inc., (iv) the 1995 Key Employee Stock Bonus Plan, (v) the Retirement Savings Value Plan For Employees of WestPoint Stevens Inc., (vi) the 1995 Key Employee Stock Bonus Plan, (vii) the Omnibus Stock Incentive Plan, (viii) the Omnibus Stock Incentive Plan, and (ix) the Omnibus Stock Incentive Plan, respectively, of our report dated February 2, 2001, except for Note 2, as to which the date is March 26, 2001, with respect to the consolidated financial statements and schedule of WestPoint Stevens Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000.
/s/ Ernst & Young LLP Columbus, Georgia March 29, 2001

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