Stock Exchange Agreement

Exhibit 10.23

EXECUTION COPY

STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT (this " Agreement" ) is made and entered into as of March 8, 2007 by and between WLR Recovery Fund III, L.P., a Delaware limited partnership (" Fund III" ), the individuals listed as " Other Stockholders" on the signature page hereto (the " Other Stockholders" ), and International Textile Group, Inc., a Delaware corporation (" ITG" ).

RECITALS

A. Fund III and the Other Stockholders (collectively, the " BST US Holders" ) are the record holders of all of the issued and outstanding shares of the common stock of BST US Holdings, Inc., a Delaware corporation (" BST US" );

B. BST US, through its direct and indirect Subsidiaries (as defined herein), develops and manufactures fabrics for automotive airbags as well as seatbelts and other textile products (the " Safety Textiles Business" );

C. ITG believes that it is in its best interests, and therefore desires, to acquire the Safety Textiles Business from the BST US Holders;

D. Each of the BST US Holders desires to exchange (the " Exchange" ) all of the outstanding stock of BST US (the " BST Shares" ) held by each of them for shares of Series A Convertible Preferred Stock of ITG (the " Preferred Stock" );

E. A special committee of the board of directors of ITG (the " Special Committee" ) has approved and recommended to the board of directors of ITG that it approve, and such board of directors has so approved, the terms and conditions of the Exchange and of this Agreement; and F. The BST US Holders and ITG are entering into this Agreement to set forth the terms and conditions applicable to the Exchange. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by the parties hereto, the parties hereby agree as follows:

ARTICLE I

THE EXCHANGE

1.1 Reservation of Preferred Stock. ITG shall, prior to the Closing (as defined below), take all such actions to ensure that a sufficient number of shares of Series A Convertible Preferred Stock, having the rights, restrictions, privileges and preferences as set forth in the Certificate of Designation of Series A Convertible Preferred Stock of ITG, a copy of which is attached hereto as Exhibit A , are duly reserved for issuance to the BST US Holders at the Closing.

1.2 Exchange of Shares. (a) Upon the terms and subject to the conditions set forth herein, at the Closing ITG shall acquire, and each of the BST US Holders shall sell and transfer to ITG, all of the BST Shares owned of record by each respective BST US Holder, and in exchange therefor ITG shall issue to each of the BST US Holders 60 shares of Preferred Stock for each BST Share (the " Exchange Ratio" ) held by such BST US Holder as of the date of Closing. Upon the completion of the Exchange, BST US will be a wholly owned subsidiary of ITG. (b) At the Closing, (i) each of the BST US Holders shall deliver to ITG the certificates representing all of the issued and outstanding BST Shares owned by such BST US Holder, duly and properly endorsed for transfer to ITG, and accompanied by a written instrument or instruments of transfer, in form and content satisfactory to ITG, duly executed by each of the BST US Holders; and (ii) ITG shall deliver to each of the BST US Holders certificates representing such number of shares of Preferred Stock as is calculated by multiplying the number of BST Shares held by each such BST US Holder by the Exchange Ratio. The number of shares of Preferred Stock to be issued to each BST US Holder is set forth on Exhibit B hereto opposite the name of such BST US Holder.

1.3 Closing. Subject to the satisfaction or waiver of all covenants or conditions precedent set forth in Articles I and V hereof, the Exchange shall be completed (the " Closing" ) at the offices of Jones Day, 1420 Peachtree Street, Suite 800, Atlanta, Georgia 30309, at 10:00 a.m., local time, on April 2, 2007, or at such other place and on such other date and time as the parties may agree.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF ITG ITG hereby represents and warrants to the BST US Holders that:

2.1 Corporate Status. ITG is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate or other power and authority to carry on its business as now being conducted.

2.2 Capitalization. The authorized capital stock of ITG consists of 250,000,000 shares, consisting of 150,000,000 shares of common stock, par value $0.01 per share (the " Common Stock" ), and 100,000,000 shares of preferred stock, of which 12,000,000 shares are designated as Series A Convertible Preferred Stock. As of the date of this Agreement, 17,481,596 shares of Common Stock are issued and outstanding and 4,719,695 shares of Preferred Stock are issued and outstanding.

2.3 Power and Authority; Binding Agreement. ITG has the requisite corporate power and authority to execute and deliver, and when the Certificate of Designation has been adopted and filed with the Secretary of State of the State of Delaware, to perform its obligations under, this Agreement, and ITG has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the consummation of the Exchange. This Agreement has been duly executed and delivered by ITG and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes the valid and binding agreement of ITG enforceable against ITG in accordance with its terms.


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2.4 Non-Contravention. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement, and compliance with the provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under the Certificate of Incorporation or By-laws of ITG. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any lien or encumbrance upon any of the properties or assets of ITG or any of its subsidiaries under, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation, instrument, permit, concession, franchise, license or similar authorization applicable to ITG or any of its subsidiaries or their respective properties or assets or (ii) subject to the governmental filings and other matters referred to in Section 2.5 below, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to ITG or any of its subsidiaries or their respective properties or assets, other than any such conflicts, violations, defaults, rights, losses, liens or encumbrances that, individually or in the aggregate, are not reasonably likely to have a material adverse effect on (x) the business condition of ITG and its subsidiaries taken as a whole or (y) the ability of ITG to perform its obligations under this Agreement.

2.5 Consents and Governmental Approvals. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission, body or authority or any non-governmental self-regulatory agency, commission, body or authority (each a " Governmental Entity" ) is required by ITG in connection with the execution and delivery of this Agreement by ITG or the consummation by ITG of the Exchange or the other transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act" ) and any applicable filings and approvals under similar foreign antitrust or competition laws and regulations, (ii) the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, and (iii) such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on ITG.

2.6 Valid Issuance. When issued pursuant to this Agreement in connection with the Exchange, the Preferred Shares will be duly authorized, validly issued, fully paid and nonassessable, and each of the BST US Holders will receive good title to such shares, free and clear of any liens, claims, security interest or encumbrances.


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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BST US HOLDERS

The BST US Holders represent and warrant to ITG as follows:

3.1 Status, Power and Authority. Fund III represents and warrants that (a) it is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now being conducted, (b) it has taken all action necessary to authorize the execution, delivery and performance of this Agreement, and (c) it has the power and authority to execute and deliver, and to perform its obligations under, this Agreement. Each Other Stockholder respectively represents and warrants that (i) he has the full right, power and capacity to execute and deliver, and to perform his obligations under, this Agreement, (ii) he has read the provisions of this Agreement, has reviewed such provisions with counsel to the extent he deemed appropriate, understands each of such provisions and voluntarily agrees to be bound hereby, and (iii) if such other stockholder is married, he has, to the extent required by applicable law, obtained all requisite consents of his spouse to the provisions of this Agreement and the transactions contemplated hereby.

3.2 Binding Agreement. Each BST US Holder represents and warrants that this Agreement has been duly executed and delivered by such BST US Holder and constitutes a valid and binding agreement of such BST US Holder, enforceable against such BST US Holder in accordance with its terms. 3.3 Non-Contravention with Respect to BST US Holders. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement, and compliance with the provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation any lien or encumbrance upon any of the properties or assets of such BST US Holder under (i) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation, instrument, permit, concession, franchise, license or similar authorization applicable to such BST US Holder or its respective properties or assets, other than such conflicts, violations, defaults, rights, losses, liens or encumbrances that, individually or in the aggregate, are not reasonably likely to have a material adverse effect on (x) the BST Shares or the business condition of ...