Asset Purchase Agreement

                                Exhibit 10.2

UNIFI MANUFACTURING, INC.
7201 W. Friendly Avenue
Greensboro, NC 27410

As of January 1, 2007

Dillon Yarn Corporation
53 East 34 ^th Street
Paterson, New Jersey  07514

             Re:       Amendment to Asset Purchase Agreement

Ladies and Gentlemen:

             Reference is hereby made to the Asset Purchase Agreement, dated October 25, 2006 (the " Agreement "), by and between Unifi Manufacturing, Inc. (the " Buyer ") and Dillon Yarn Corporation (the " Seller ").  Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement.

              The Buyer and the Seller hereby wish to amend, modify or waive the Agreement as follows:

              1.          Transferred Employees .

                          (a)                The Agreement is hereby amended by deleting Section 4.1(e) of the Agreement and replacing it in its entirety as follows:

With respect to all Transferred Employees: (i) all wages and salaries earned (or otherwise attributable to any date that occurs) after the date on which the transitional employment of the Transferred Employees by the Seller expires as set forth in, and subject to the terms of, the Sales and Services Agreement (the " Transfer Date "), and (ii) all Liabilities with respect to benefits and Claims incurred, accrued or earned under any benefits plan or other compensation, retirement or other benefit arrangement of the Buyer or its Affiliates, which arise or are incurred after the Transfer Date;

                          (b)               The Agreement is hereby amended by deleting clause (ii) in Section 4.2(f) of the Agreement and replacing it in its entirety as follows:

(ii) arising in connection with the employment of any Transferred Employee on or prior to the Transfer Date, subject to the terms of the Sales and Services Agreement;

                         (c)                The Agreement is hereby amended by deleting the first paragraph of Section 13.7 of the Agreement and replacing it in its entirety as follows:

The Seller shall cooperate with the Buyer to make available for interviews the Covered Employees previously identified by the Buyer.  The Buyer shall, at least 15 days prior to the Closing, make offers of employment to all Covered Employees (other than as previously designated by the Buyer) on a basis consistent with this Section 13.7 .  The Buyer shall provide the Seller a list of those Covered Employees to whom offers of employment have been made, which list shall include the nature and title of the position, salary, and location of employment, and shall update such list within 10 Business Days after the Closing to identify those Covered Employees accepting such employment offer and meeting the requirements of such offer (the " Transferred Employees ").  Notwithstanding the foregoing, the Buyer covenants and agrees to hire a sufficient number of Covered Employees so that the Seller will not incur any liability or obligation under WARN.  Each Trans