Exhibit 10.1
    

    

    

    
      ASSET PURCHASE AGREEMENT
    

    
      AMONG
    

    
      CULP, INC.
    

    
      AND
    

    
      BODET & HORST USA, LP
    

    
      BODET & HORST GMBH & CO. KG
    

    
      DATED AS OF AUGUST 11, 2008
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      TABLE OF CONTENTS
    

    
    	
          § 1
        	
          DEFINITIONS
        	
          1
        
	

        	

        	
           
        
	

        	

        	
           
        
	
          § 2
        	
          BASIC TRANSACTION
        	
          7
        
	

        	

        	
           
        
	
          (a)
        	
          
            Purchase and Sale of Assets
          

        	
          7
        
	
          (b)
        	
          
            Assumption of Liabilities
          

        	
          8
        
	
          (c)
        	
          
            Preliminary Purchase Price
          

        	
          8
        
	
          (d)
        	
          
            Post-Closing Purchase Price Adjustment
          

        	
          8
        
	
          (e)
        	
          
            The Closing
          

        	
          11
        
	
          (f)
        	
          
            Deliveries at the Closing by Seller
          

        	
          11
        
	
          (g)
        	
          
            Deliveries at the Closing by Buyer
          

        	
          11
        
	
          (h)
        	
          
            Consents to Assignment
          

        	
          11
        
	
          (i)
        	
          
            Allocation
          

        	
          12
        
	

        	

        	
           
        
	
          § 3
        	
          SELLER’S REPRESENTATIONS AND WARRANTIES
        	
          12
        
	

        	

        	
           
        
	
          (a)
        	
          
            Organization, Etc.
          

        	
          13
        
	
          (b)
        	
          
            Authorization of Transaction
          

        	
          13
        
	
          (c)
        	
          
            Non-contravention
          

        	
          13
        
	
          (d)
        	
          
            Title to Tangible Assets
          

        	
          14
        
	
          (e)
        	
          
            Inventories
          

        	
          14
        
	
          (f)
        	
          
            Tangible Personal Property
          

        	
          14
        
	
          (g)
        	
          
            Recent Changes
          

        	
          14
        
	
          (h)
        	
          
            Legal Compliance
          

        	
          14
        
	
          (i)
        	
          
            Intellectual Property
          

        	
          14
        
	
          (j)
        	
          
            Contracts
          

        	
          15
        
	
          (k)
        	
          
            Employees
          

        	
          15
        
	
          (l)
        	
          
            Litigation
          

        	
          15
        
	
          (m)
        	
          
            Financial Statements
          

        	
          15
        
	
          (n)
        	
          
            Benefit Plans
          

        	
          16
        
	
          (o)
        	
          
            Environmental Matters
          

        	
          16
        
	
          (p)
        	
          
            Disclaimer of Other Representations and Warranties
          

        	
          16
        
	

        	

        	
           
        
	
          § 4
        	
          BUYER’S REPRESENTATIONS AND WARRANTIES, COVENANTS
        	
          16
        
	

        	

        	
           
        
	
          (a)
        	
          
            Organization of Buyer
          

        	
          16
        
	
          (b)
        	
          
            Authorization of Transaction
          

        	
          16
        
	
          (c)
        	
          
            Non-contravention
          

        	
          17
        
	
          (d)
        	
          
            Independent Investigation
          

        	
          17
        
	
          (e)
        	
          
            Accounting Expert
          

        	
          17
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          § 5
        	
          [RESERVED]
        	
          18
        
	

        	

        	
           
        
	

        	

        	
           
        
	
          § 6
        	
          POST-CLOSING COVENANTS
        	
          18
        
	

        	

        	
           
        
	
          (a)
        	
          General
        	
          18
        
	
          (b)
        	
          Litigation Support
        	
          18
        
	
          (c)
        	
          Non-Competition Agreement
        	
          18
        
	
          (d)
        	
          Agency Agreement
        	
          18
        
	
          (e)
        	
          Employees
        	
          20
        
	
          (f)
        	
          Liquidation of Seller
        	
          21
        
	
          (g)
        	
          Access to Information
        	
          22
        
	
          (h)
        	
          Financial Statements
        	
          22
        
	
          (i)
        	
          Trademarks
        	
          23
        
	
          (j)
        	
          Cost for Physical Inventory
        	
          23
        
	

        	

        	
           
        
	
          § 7
        	
          [RESERVED]
        	
          23
        
	

        	

        	
           
        
	

        	

        	
           
        
	
          § 8
        	
          REMEDIES FOR BREACHES OF THIS AGREEMENT
        	
          23
        
	

        	

        	
           
        
	
          (a)
        	
          Survival of Representations and Warranties
        	
          23
        
	
          (b)
        	
          Indemnification Provisions for Buyer’s Benefit
        	
          23
        
	
          (c)
        	
          Indemnification Provisions for Seller’s Benefit
        	
          24
        
	
          (d)
        	
          Matters Involving Third Parties
        	
          24
        
	
          (e)
        	
          Insurance Claims
        	
          25
        
	
          (f)
        	
          Claims regarding Non-Culp Suppliers Inventories
        	
          25
        
	
          (g)
        	
          Exclusive Remedy
        	
          25
        
	

        	

        	
           
        
	
          § 9
        	
          TERMINATION
        	
          25
        
	

        	

        	
           
        
	
          (a)
        	
          Termination of Agreement
        	
          25
        
	
          (b)
        	
          Effect of Termination
        	
          26
        
	

        	

        	
           
        
	
          § 10
        	
          MISCELLANEOUS
        	
          26
        
	

        	

        	
           
        
	
          (a)
        	
          Press Releases and Public Announcements
        	
          26
        
	
          (b)
        	
          No Third-Party Beneficiaries
        	
          27
        
	
          (c)
        	
          Entire Agreement
        	
          27
        
	
          (d)
        	
          Succession and Assignment
        	
          27
        
	
          (e)
        	
          Counterparts
        	
          27
        
	
          (f)
        	
          Headings
        	
          27
        
	
          (g)
        	
          Notices
        	
          27
        
	
          (h)
        	
          Governing Law
        	
          28
        
	
          (i)
        	
          Amendments and Waivers
        	
          29
        
	
          (k)
        	
          Expenses
        	
          29
        
	
          (l)
        	
          Construction
        	
          30
        


    

    
      2
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          (m)
        	
          Incorporation of Exhibits and Schedules
        	
          30
        
	
          (n)
        	
          Tax Matters
        	
          30
        
	
          (o)
        	
          Bulk Transfer Laws
        	
          30
        
	
          (p)
        	
          Governing Language
        	
          31
        
	
          (q)
        	
          Tax Disclosure Authorization
        	
          31
        


    

    
      3
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Table of Exhibits
    

    
    	
          Exhibit
        	
          Name
        
	
          Exhibit A
        	
          Bill of Sale
        
	
          Exhibit B
        	
          Assignment and Assumption Agreement
        
	
          Exhibit C
        	
          IP Assignment Agreement
        
	
          Exhibit D
        	
          Consulting and Development Agreement
        
	
          Exhibit E
        	
          Agency Agreement
        
	
          Exhibit F
        	
          Authorized Dealer Termination Agreement
        
	
          Exhibit G
        	
          Leasehold Assignment and Release Agreement
        
	
          Exhibit H
        	
          Delivery Notice
        


    

    
      Table of Schedules
    

    
    	
          Schedule
        	
          Name
        
	
          
            Disclosure Schedule -
          

          
            Exceptions to and Other
          

          
            Information Supplementing
          

          
            Representations and
          

          
            Warranties
          

        	
          - § 3(a)(i) Jurisdictions

          
            - § 3(d) Title to Assets
          

          
            - § 3(i) IP Rights
          

          
            - § 3(j) Contracts
          

          
            - § 3(k) Seller’s Employees
          

          
            - § 3(l) Litigation
          

          
            - § 3 (n) Benefit Plans
          

        
	
          Schedule 1 AA
        	
          Schedule of Acquired Assets
        
	
          Schedule 1 AL
        	
          Schedule of Assumed Liabilities
        
	
          Schedule 1 AC
        	
          Schedule of Assumed Contracts
        
	
          Schedule 1 EA
        	
          Schedule of Excluded Assets
        
	
          Schedule 1 IP
        	
          Schedule of Intellectual Property
        
	
          Schedule 1 PE
        	
          Schedule of Prepaid Expenses
        
	
          Schedule 1 RL
        	
          Schedule of Retained Liabilities
        
	
          Schedule 2 NWC
        	
          Schedule Setting Forth Estimated Closing Net Working Capital
        


    

    
      4
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	
          Schedule 2(a)
        	
          Confirmation of RBC Bank
        
	
          Schedule 6(h)
        	
          Schedule of Information Required for Buyer’s SEC Filings
        
	
          Schedule 6(i)
        	
          Schedule of Trademarks
        


    

    
      5
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      ASSET PURCHASE AGREEMENT
    

    
      This Asset Purchase Agreement (this “Agreement”) is entered
      into on August 11, 2008, by and among CULP, INC., a North
      Carolina corporation (“Buyer”), BODET & HORST USA,
      LP, a North Carolina domestic limited partnership (“Seller”),
      and with regard to § 3, § 6(c), § 6(d), § 6(e)(iii), § 6(f), § 6(g),
      § 6(h), 6(i), § 8 and § 10(k) (and the defined terms in § 1 associated
      with the foregoing) only, BODET & HORST GMBH & CO. KG (“Shareholder”;
      Seller and Shareholder collectively referred to as the “Selling
      Parties”; Buyer and Seller being referred to herein, individually,
      as a “Party” and collectively as the “Parties”).
    

    
      WHEREAS, Seller is engaged in, among other things, the business
      of the sale of running meters of circular knitted double jersey plain
      and jacquard, circular knitted terry plain and jacquard and circular
      knitted velour plain and jacquard in the United States, Canada and
      Mexico; and
    

    
      WHEREAS, Seller desires to sell, and Buyer desires to purchase
      and acquire all of the Purchased Assets (as hereinafter defined).
    

    
      NOW, THEREFORE, in consideration of the premises and the mutual
      promises herein made, and in consideration of the representations,
      warranties, and covenants herein contained, the Parties agree as follows.
    

    
      § 1       Definitions
    

    
      “Accounting Expert” has the meaning set forth in §2(e)(iv).
    

    
      “Acquired Assets” means (1) all of the fixed assets of
      Seller described conclusively in Schedule 1 AA, (2) all Inventories
      related to the Business as of the Closing Date of which Schedule 1 AA
      includes an indicative list as of July 31, 2008, excluding for the
      avoidance of doubt any and all Inventories relating to the production
      and sale of Products to Tempurpedic and any direct or indirect supplier
      of Tempurpedic, and (3) all assets conclusively listed on Schedule 1 AC,
      Schedule 1 IP and Schedule 1 PE, but excluding for the avoidance of
      doubt any Excluded Assets.
    

    
      “Adverse Consequences” means all actions, suits,
      proceedings, hearings, investigations, charges, complaints, claims,
      demands, injunctions, judgments, orders, decrees, rulings, damages,
      dues, penalties, fines, costs, reasonable amounts paid in settlement,
      liabilities, obligations, Taxes, Liens, losses, expenses, and fees,
      including court costs and reasonable attorneys’ fees and expenses.
    

    
      “Affiliate” has the meaning set forth in Rule 12b-2 of the
      regulations promulgated under the Securities Exchange Act.
    

    
      “Agency Agreement” has the meaning as set forth in §6(d).
    

    
      “Ancillary Agreements” has the meaning as set forth in
      §2(f)(iv).
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      “Assignment and Assumption Agreement” has the meaning as
      set forth in §2(f)(ii).
    

    
      “Assumed Liabilities” means (a) any and all liabilities and
      obligations of the Seller relating to the Business as of the Closing
      Date as listed indicatively in Schedule 1 AL as of July 29, 2008 and
      July 31, 2008 respectively or arising after the Closing Date, (b) the
      Boyteks Assumed Liabilities and (c) any and all liabilities and
      obligations of the Seller arising from and after Closing under the
      Assumed Contracts, however, for the avoidance of doubt, Buyer shall also
      assume any and all liabilities and obligations under the Assumed
      Contracts that arose prior to Closing, if and to the extent such
      liabilities and obligations are included in (a) or (b) above, excluding
      for the avoidance of doubt (1) any liabilities or obligations relating
      to the production and sale of any products, including but not limited to
      Products to Tempurpedic and any direct or indirect supplier of
      Tempurpedic, (2) any and all bank loans of the Seller, (3) any and all
      liabilities and obligations of the Seller to any related party or
      affiliate of the Seller, (4) any and all Boyteks Retained Liabilities
      and (5) any and all Retained Liabilities, in particular Retained
      Liabilities with regard to the employees of the Seller.
    

    
      “Bill of Sale” has the meaning as set forth in § 2(f)(i).
    

    
      “Boyteks” shall mean Boyteks A.S. or any Affiliate of
      Boyteks A.S. or any direct or indirect supplier of Boyteks A.S.
    

    
      “Boyteks Assumed Liabilities” shall mean any payables of
      either Selling Party to Boyteks for any goods or supplies delivered from
      Boyteks to the Buyer, for which the Buyer has not yet made full payment
      to either Selling Party on the relating Boyteks Receivables.   
    

    
      “Boyteks Receivables” shall mean any receivable of either
      Selling Party against the Buyer for the delivery of goods and supplies
      from Boyteks to the Buyer, including the commission to be paid by the
      Buyer to either Selling Party for such delivery.  
    

    
      “Boyteks Retained Liabilities” shall mean any payables of
      either Selling Party to Boyteks not being a Boyteks Assumed Liability.
    

    
      “Break Fee” shall mean a lump sum amount of $500,000.
    

    
      “Business” means the sale of running meters of circular
      knitted double jersey plain and jacquard, circular knitted terry plain
      and jacquard and circular knitted velour plain and jacquard in the
      United States, Canada and Mexico as currently conducted by Seller but
      shall exclude any sales to Tempurpedic and IKEA (such exclusion to cover
      any indirect sales to Tempurpedic and any indirect sales to IKEA so long
      as such sales to IKEA are made pursuant to the Agency Agreement).
    

    
      “Business Day” means a day other than a Saturday, Sunday,
      or national holiday.
    

    
      “Buyer” has the meaning set forth in the preface above.
    

    
      “Cash” means cash and cash equivalents (including
      marketable securities and short-term investments) calculated in
      accordance with GAAP applied on a basis consistent with the preparation
      of the Financial Statements.
    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    
      “Closing” has the meaning set forth in §2(f) below.
    

    
      “Closing Balance Sheet” has the meaning as set forth in
      §2(e).
    

    
      “Closing Date” has the meaning set forth in §2(f) below.
    

    
      “Closing Net Working Capital” has the meaning as set forth
      in §2(d).
    

    
      “Culp Supplier Inventory” shall mean any and all Inventory
      directly or indirectly delivered to Seller by American Fibers & Yarns
      Company, O’Mara Incorporated or Unifi, Inc.
    

    
      “Current Assets” means Inventories held for sale in the
      Business and which would be of a nature to be included in the Acquired
      Assets if they were held by the Seller as of the Closing Date.
    

    
      “Current Liabilities” means current liabilities of the
      Seller which would be of a nature to be included in the Assumed
      Liabilities if they were liabilities of the Seller as of the Closing
      Date.
    

    
      “Disclosure Schedule” has the meaning set forth in §3 below.
    

    
      “Environmental Laws” means any statute, law, regulation,
      order, writ or judicial or administrative determination that relates to
      the generation, storage, handling, discharge, emission, transportation,
      treatment or disposal of Hazardous Substances or wastes or to the
      protection of human health and the environment, including CERCLA, the
      Superfund Amendments and Reauthorization Act of 1986, the Resource
      Conservation and Recovery Act, the Clean Water Act, the Federal Water
      Pollution Control Act, the Safe Drinking Water Act, the Toxic Substances
      Control Act, the Occupational Safety and Health Act, and the Hazardous
      Material Transportation Act, in each case as amended, and the
      regulations implementing such acts and the state and local equivalent of
      such acts and regulations, and common law.
    

    
      “Excess Net Working Capital” has the meaning as set forth
      in §2(d)(iii).
    

    
      “Excess Net Working Capital Payment Amount” has the meaning
      as set forth in §2(d)(iii).
    

    
      “Excluded Assets” means any and all assets not constituting
      Acquired Assets, including Cash and the assets as listed indicatively as
      of July 28, 2008 in Schedule 1 EA.
    

    
      “ERISA” means the Employee Retirement Income Security Act
      of 1974, as amended, including all regulations and other authoritative
      governmental authority guidance issued with respect thereto.
    

    
      “ERISA Affiliate” means any trade or business, whether or
      not incorporated, that is a member of a group of corporations or of
      trades or businesses (whether or not incorporated) that along with the
      Seller are treated as a single employer under and for any of the
      purposes specified in Section 414(b), (c), (m) or (o) of the Code or
      that is a member of a controlled group within the meaning of Section
      4001(a)(14) of ERISA that includes the Seller.
    

    
      
        

        

      

      
        
          3
        

        
          


        

      

      
        

        

      

    

    
      “Financial Statements” means, collectively, the Interim
      Balance Sheet and the audited balance sheet, income statement and
      statement of cash flows for the Seller dated as of June 30, 2006 and
      June 30, 2007 (including the notes thereto.
    

    
      “GAAP” means United States generally accepted accounting
      principles as in effect from time to time, consistently applied.
    

    
      “General Partner” means Bodet & Horst Corporation, with
      registered offices at 100 North Tryon Street, Suite 4700, Charlotte, NC,
      28202-4003.
    

    
      “Hazardous Substance” includes each substance identified or
      designated as such under CERCLA, as well as any other substance or
      material meeting any one or more of the following criteria:  (i) it is
      or contains a substance designated as a hazardous waste, hazardous
      substance, hazardous material, pollutant, contaminant or toxic substance
      under any Environmental Law, (ii) it is toxic, reactive, corrosive,
      ignitable, infectious, radioactive or otherwise hazardous or (iii) it is
      or contains, without limiting the foregoing, petroleum hydrocarbons.
    

    
      “Hired Employees” has the meaning as set forth in
      §2(g)(iii).
    

    
      “IKEA” means any entity belonging to the IKEA group
      companies as further identified under http://www.ikea.com/us/en/.
    

    
      “Indemnified Party” has the meaning set forth in §8(d)
      below.
    

    
      “Indemnifying Party” has the meaning set forth in §8(d)
      below.
    

    
      “Intellectual Property” means the designs and related
      copyrights used in the operation of the Business, including all rights
      related thereto and all the other intellectual property set forth on
      Schedule 1 IP.
    

    
       “Interim Balance Sheet” means the unaudited balance
      sheet of the Seller dated as of January 31, 2008.
    

    
      “Inventories” means all inventories owned by Seller on the
      Closing Date relating to the Business, wherever located, including all
      finished goods, work in progress, raw materials and all other materials
      and supplies to be used and consumed by Seller in the production of
      finished goods sold by the Seller in the Business (but specifically
      excluding inventories for sale to Tempurpedic).
    

    
      “IP Assignment Agreement” has the meaning has set forth in
      §2(g)(iii).
    

    
       “Knowledge” means actual knowledge without
      independent investigation.
    

    
      “Liens” means any mortgages, claims, liens, security
      interests, pledges, escrows, charges, options, easements, conditions,
      rights-of-way, covenants, leases, subleases, licenses and other
      occupancy agreements or other restrictions or encumbrances of any kind
      or character whatsoever.
    

    
      
        

        

      

      
        
          4
        

        
          


        

      

      
        

        

      

    

    
      “Material Adverse Effect” or “Material
      Adverse Change” means any effect or change that would be materially
      adverse to the Business of the Seller taken as a whole; provided that
      none of the following shall be deemed to constitute, and none of the
      following shall be taken into account in determining whether there has
      been, a Material Adverse Effect or Material Adverse Change:  (a) any
      adverse change, event, development, or effect arising from or relating
      to (1) general business or economic conditions, (2) national or
      international political or social conditions, including the engagement
      by the United States in hostilities, whether or not pursuant to the
      declaration of a national emergency or war, or the occurrence of any
      military or terrorist attack upon the United States, or any of its
      territories, possessions, or diplomatic or consular offices or upon any
      military installation, equipment or personnel of the United States, (3)
      financial, banking, or securities markets (including any disruption
      thereof and any decline in the price of any security or any market
      index), (4) changes in GAAP, (5) changes in laws, rules, regulations,
      orders, or other binding directives issued by any governmental entity,
      (6) the taking of any action contemplated by this Agreement and the
      other agreements contemplated hereby,  (7) any change in the sales to,
      ability to fulfill orders from or relationship with Tempurpedic or IKEA,
      (8) announcement or pendency of the consummation of this Agreement and
      the transactions contemplated by this Agreement either publicly or to
      the customers, suppliers, employees and advisors of the Seller or the
      Business; and (b) any existing event, occurrence, or circumstance with
      respect to which Buyer has Knowledge as of the date hereof, and (c) any
      adverse change in or effect on the business of the Seller that is cured
      before the earlier of (1) the Closing Date and (2) the date on which
      this Agreement is terminated pursuant to §7 hereof.
    

    
      “Net Working Capital” means, as of the date of
      determination, (a) the sum of (i) Current Assets and (ii) Prepaid
      Expenses, less (b) Current Liabilities, all as associated with the
      Business and determined as of such date. For the avoidance of doubt, any
      and all liabilities to any employee of the Seller shall not be part of
      the Net Working Capital.
    

    
      “Net Working Capital Deficiency” has the meaning as set
      forth in §2(d)(iii).
    

    
      “Net Working Capital Deficiency Payment Amount” has the
      meaning as set forth in §2(e)(iii).
    

    
      “Non-Culp Supplier Inventory” shall mean any and all
      Inventory not directly or indirectly delivered to Seller by American
      Fibers&Yarn, Omara Inc. or Unifi Manufacturing.
    

    
      “NWC Determination Date” has the meaning as set forth in
      §2(d)(ii).
    

    
      “Ordinary Course of Business” means the ordinary course of
      business consistent with past custom and practice (including with
      respect to quantity and frequency).
    

    
      “Outside Date” has the meaning as set forth in §9(a)(ii).
    

    
      “Party” has the meaning set forth in the preface above.
    

    
      “Permitted Liens” means (i) the Liens for current Taxes not
      yet due and payable, and (ii) the Liens imposed by law, such as the
      Liens of carriers, warehousemen, mechanics, materialmen and landlords,
      and other similar Liens incurred in the Ordinary Course of Business for
      sums not constituting borrowed money, that are not overdue.
    

    
      
        

        

      

      
        
          5
        

        
          


        

      

      
        

        

      

    

    
      “Person” means an individual, a partnership, a corporation,
      a limited liability company, an association, a joint stock company, a
      trust, a joint venture, an unincorporated organization, any other
      business entity, or a governmental entity (or any department, agency, or
      political subdivision thereof).
    

    
      “Plan” means any material employee pension, retirement,
      profit-sharing, stock bonus, incentive, deferred compensation, stock
      option, employee stock ownership, hospitalization, medical, dental,
      vacation, insurance, sick pay, disability, severance or other plan,
      fund, program, policy, contract or arrangement, whether arrived at
      through collective bargaining or otherwise, providing employee benefits,
      including any “employee benefit plan” as that term is defined in Section
      3(3) of ERISA, currently maintained by, sponsored in whole or in part
      by, or contributed to by the Seller, for the benefit of employees,
      retirees, directors or independent contractors of the Business and their
      dependents, spouses or other beneficiaries.
    

    
      “Post Closing Adjustment Amount” has the meaning as set
      forth in §2(d)(iii).
    

    
      “Preliminary Purchase Price” has the meaning as set forth
      in §2(c).
    

    
      “Prepaid Expenses” shall include all expenses prepaid by
      the Seller prior to Closing Date, which items are described in Schedule
      1 PE.  
    

    
      “Products” means circular knitted double jersey plain and
      jacquard, circular knitted terry plain and jacquard, and circular
      knitted velour plain and jacquard if and to the extent these products
      shall be used in any way for the mattress industry and/or the mattress
      ticking industry.
    

    
      “Purchase Price” has the meaning set forth in §2(c) below.
    

    
      “Responsible Officer” means Gerd-Hermann Horst and Jerry
      Pratt.
    

    
      “Retained Liabilities” means any all liabilities not
      constituting Assumed Liabilities, including (a) the liabilities as
      listed indicatively as of July 29, 2008 and July 31, 2008 respectively
      in Schedule 1 RL, (b) any liabilities associated with the matters
      described in § 3(l) of the Disclosure Schedule, (c) any Boyteks Retained
      Liabilities, (d) any professional fees for legal, tax or accounting
      services and (e) any liabilities associated with or related to (i) any
      delinquencies in any payments owed to any Hired Employee for any wages,
      salaries, commissions, bonuses or other compensation for any services
      performed by them for the Seller up to the Closing Date or amounts
      required to be reimbursed to such employees for such services, (ii) any
      loans or other obligations payable or owing by the Seller to any
      officer, director or employee of the Seller with respect to the
      Business, however, for the avoidance of doubt, excluding any liabilities
      of the Seller to the Hired Employees which shall be the responsibility
      of the Buyer according to §6(e).
    

    
      “Seller” has the meaning set forth in the preface above.
    

    
      “Seller Contracts” means the contracts and other agreements
      listed in Schedule 1 AC.
    

    
      
        

        

      

      
        
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      “Seller’s Accounting Practices” means GAAP, subject
      to being on a consistent basis with the accounting policies and
      practices used by the Seller in the preparation of its audited financial
      statements for fiscal year ended June 30, 2007.
    

    
      “Statement of Objection” has the meaning set forth in
      §2(d)(ii) below.
    

    
      “Survival Period” shall mean, with respect to any
      representation or warranty contained in §3 or §4 hereof, a period of one
      (1) year starting on and including the Closing Date except for the
      guarantee of the Buyer under §4(e) hereof, for which the period shall
      not lapse before the determination of the Closing Balance Sheet and the
      Closing Net Working Capital is final and binding between the Parties
      (provided, however, that no matters involving fraud shall be subject to
      any Survival Period).
    

    
      “Tangible Personal Property” means all machinery,
      equipment, tools, furniture, office equipment, fixtures, computer
      hardware, supplies, materials, vehicles and other items of tangible
      personal property (other than Inventories) of every kind included in
      Schedule 1 AA (which schedule is intended to set forth all such types of
      property relating to the operation of the Business).
    

    
      “Tempurpedic” means any entity belonging to the Tempurpedic
      International, Inc group companies as further identified under
      http://www.tempurpedic.com.
    

    
      “Territory” means USA, Canada and Mexico.
    

    
      “Transfer Date” has the meaning set forth in §6(d)(ii)
      below.
    

    
      “Transfer Employees” has the meaning set forth in
      §6(e)(iii) below.
    

    
      “Third-Party Claim” has the meaning set forth in §8(d)
      below.
    

    
      § 2       Basic Transaction
    

    
      (a) Purchase and Sale of Assets.  On and subject to the terms and
      conditions of this Agreement, Buyer agrees to purchase from Seller, and
      Seller agrees to sell, transfer, convey, and deliver to Buyer, all of
      the Acquired Assets at the Closing for the consideration specified below
      in this §2. For the avoidance of doubt the Parties wish to clarify that
      any and all receivables of the Seller shall not be transferred to the
      Buyer, but shall remain with the Seller and that as far as receivables
      of the Seller against the Buyer are concerned, the Buyer shall settle
      these receivables in the Ordinary Course of Business, including any and
      all outstanding Boyteks Receivables.  
    

    
      The Acquired Assets specified in §3(d) of the Disclosure Schedule are
      encumbered by liens of RBC Bank, 200 Providence Road Suite 300,
      Charlotte, NC 28207 (“RBC Bank”). RBC Bank will release the liens upon
      payment of an amount equal to US$ 204,900.08 according to the
      confirmation of RBC Bank attached hereto as Schedule 2(a) or any other
      amount as indicated from the Seller to the Buyer on or prior to Closing
      in writing (it being understood that any such amounts paid at Closing to
      RBC Bank by Buyer will be deducted from the amount received by Seller at
      Closing).
    

    
      
        

        

      

      
        
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      (b) Assumption of Liabilities.  On and subject to the terms and
      conditions of this Agreement, Buyer agrees to assume, discharge, perform
      and be responsible for all of the Assumed Liabilities at the
      Closing.  Buyer will not assume discharge, perform or be responsible,
      however, with respect to any other obligation or liability of Seller
      that is not expressly included within the definition of Assumed
      Liabilities, it being understood that such other obligations and
      liabilities (referred to herein as “Retained Liabilities”)
      will be retained by the Seller.
    

    
      (c) Preliminary Purchase Price.
    

    
      The consideration paid by the Buyer for the Acquired Assets will consist
      of the following:
    

    
      (i)       the payment of US$10,500,000 (the “Preliminary
      Purchase Price”), as may be adjusted pursuant to §2(d) below (as so
      adjusted, the “Purchase Price”);
    

    
       (ii)     the assumption of the Assumed Liabilities.   
    

    
      Post-Closing Purchase Price Adjustment.
    

    
      (i)                          Closing
      Statement.  As soon as reasonably practicable following the Closing
      Date, and in any event within thirty (30) days after the Closing Date,
      Seller shall prepare and deliver to Buyer:  (i) an unaudited
      consolidated balance sheet for the Business (“Closing Balance
      Sheet”) as of the end of the day on the Closing Date and (ii) a
      calculation of the combined Net Working Capital (the “Closing
      Net Working Capital”) as determined from the Closing Balance
      Sheet.  The Closing Balance Sheet shall be prepared on a consistent
      basis with the Sellers’ Accounting Practices.  
    

    
      In the event Inventories need to be written off according to Sellers’
      Accounting Practices or applicable accounting rules on the Closing
      Balance Sheet, such write offs shall not be reflected in the Closing Net
      Working Capital.
    

    
      (ii)                         Adjustment
      to and Final Closing Net Working Capital; Resolution of Disputes.  If
      the Buyer disagrees with the calculation of the Closing Net Working
      Capital or any element of a Closing Balance Sheet relevant thereto,
      Buyer shall notify Seller of such disagreement in writing (the “Statement
      of Objection”), setting forth in reasonable detail the particulars
      of such disagreement and providing its calculation in reasonable detail
      of the Closing Net Working Capital within thirty (30) days after its
      receipt of the Closing Balance Sheet.   In the event Buyer does not
      provide such Statement of Objection within such thirty (30) day period
      (or earlier provides written notice of its acceptance of the
      calculations of Closing Net Working Capital prepared by Seller), Buyer
      shall be deemed to have accepted the Closing Balance Sheets and the
      calculation of the Closing Net Working Capital delivered by Seller,
      which shall, in the absence of fraud or manifest error, be final,
      binding and conclusive for purposes of this §2(d).  In the event any
      Statement of Objection is timely provided, Seller and Buyer shall use
      commercially reasonable efforts for a period of fifteen (15) days (or
      such longer period as they may mutually agree) to resolve any
      disagreements with respect to the calculation of Closing Net Working
      Capital.  If, at the end of such period, they are unable to resolve such
      disagreements, then all issues having a bearing on such disagreement
      shall be referred to the Accounting Expert for resolution in accordance
      with §2(d)(iv).  The date on which the Closing Net Working Capital is
      finally determined in accordance with this §2(d) is hereinafter referred
      to as the “NWC Determination Date.”
    

    
      
        

        

      

      
        
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      (iii)                        Working
      Capital Adjustment Calculation.  In the event that Closing Net
      Working Capital is not equal to the estimated closing net working
      capital and as set forth on Schedule 2 NWC attached hereto (“Estimated
      Closing Net Working Capital”), there shall be calculated a “Post
      Closing Adjustment Amount”, equal to the difference between (x) the
      Closing Net Working Capital and (y) the Estimated Closing Net Working
      Capital.
    

    
      (A)                                    In the event that the Closing Net
      Working Capital is greater than the Estimated Closing Net Working
      Capital, such excess is referred to herein as the “Excess Net
      Working Capital.”
    

    
      (B)                                    In the event that the Closing Net
      Working Capital is less than the Estimated Closing Net Working Capital,
      such deficiency is referred to herein as the “Net Working
      Capital Deficiency.”
    

    
      (C)                                    If there is a Net Working Capital
      Deficiency, within five (5) Business Days of the NWC Determination Date,
      Seller shall pay to Buyer one hundred percent (100%) of any Net Working
      Capital Deficiency (such amount shall be referred to herein as the “Net
      Working Capital Deficiency Payment Amount”).  Any such Net Working
      Capital Deficiency Payment Amount shall be paid by wire transfer of
      immediately available funds to the account(s) designated in writing by
      Buyer.
    

    
      (D)                                    If there is Excess Net Working
      Capital, within five (5) Business Days of the Determination Date, Buyer
      shall pay to Seller one hundred percent (100%) of any Excess Net Working
      Capital (such amount shall be referred to herein as the “Excess
      Net Working Capital Payment Amount”).  Any such Excess Net Working
      Capital Payment Amount shall be paid by wire transfer of immediately
      available funds to the account(s) designated in writing by Seller.  
    

    
      
        

        

      

      
        
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      (iv)                         Resolution
      of Adjustment Disputes.  The “Accounting Expert”
      means, for the purposes of this Agreement, McGladrey & Pullen, or in the
      event that such firm is unable or unwilling to take on such assignment,
      such other accounting firm as is mutually agreed to by Seller and
      Buyer.  The Accounting Expert shall, in resolving any disagreements
      referred to it pursuant to §2(d), act as an expert and not an
      arbitrator.  The parties will reasonably cooperate with the Accounting
      Expert during the period of the Accounting Expert’s engagement.  The
      Accounting Expert shall determine as promptly as practicable (but in no
      event later than thirty (30) days following its engagement), and as
      applicable depending on which (if any) matters are referred to it
      pursuant to §2(d), whether with respect to Closing Net Working Capital
      (A) the Buyer’s preparation of the Closing Balance Sheet or calculations
      of the Closing Net Working Capital was in accordance with GAAP or the
      Seller’s Accounting Practices, (B) the amounts set forth in the Closing
      Balance Sheets or the Closing Net Working Capital were obtained from and
      in accordance with the books and records of the Buyer relating to the
      Acquired Assets and Assumed Liabilities and in a manner consistent with
      the Sellers’ Accounting Practices, and/or (C) there were any errors of
      fact or mathematical errors in the Closing Balance Sheet or the Closing
      Net Working Capital.  In resolving a disputed item, the Accounting
      Expert may not assign a value to any particular item greater than the
      greatest value for such item claimed by either Party to the dispute or
      less than the smallest value for such item claimed by either such Party,
      in each case as presented in writing to the Accounting Expert.  Within
      fifteen (15) days after the engagement of the Accounting Expert, Seller
      and Buyer shall present their respective positions with respect to the
      items set forth in the Statement of Objections in the form of a written
      binder of supporting materials to the Accounting Expert and the other
      Party to the dispute and no ex parte conferences, oral examinations,
      testimony, depositions, discovery or other form of evidence gathering or
      hearings shall be conducted or allowed; provided that, at the Accounting
      Expert’s request, or as mutually agreed by Seller and Buyer, Seller and
      Buyer may meet with the Accounting Expert so long as representatives of
      both Seller and Buyer are present.  The supporting binders shall set
      forth the arguments supporting the applicable Party’s position, along
      with such supporting materials and other information (including facts
      and figures) as such Party shall desire.  Seller and Buyer will also
      furnish to the Accounting Expert such other work papers, documentation
      and information directly relating to the disputed items as the
      Accounting Expert may reasonably request.  The Buyer may require that
      the Accounting Expert enter into a customary form of confidentiality
      agreement with respect to the work papers and other documents and
      information regarding the Acquired Assets and Assumed Liabilities
      provided to the Accounting Expert pursuant to this § 2(d)(iv).  Seller
      and Buyer will each use their commercially reasonable efforts to cause
      the Accounting Expert to deliver to Seller and Buyer its determination
      in writing within thirty (30) days following its engagement, which
      determination shall be made subject to the definitions and principles
      set forth in this Agreement and shall be binding on both Seller and
      Buyer (i) consistent with either the position of Seller or Buyer or (ii)
      between the positions of Seller and Buyer.  In the absence of fraud or
      manifest error, the determination of the Accounting Expert shall be
      final, conclusive and binding on the Parties.  The fees and expenses of
      the Accounting Expert shall be allocated ratably among Seller, on the
      one hand, and Buyer, on the other hand, in the same proportion that the
      aggregate dollar amount of items unsuccessfully disputed by each such
      party (as finally determined by the Accounting Expert) bears to the
      aggregate dollar amount of all disputed items submitted to the
      Accounting Expert.  With respect to other costs, Seller, on one hand,
      and Buyer, on the other hand, shall pay their own costs in connection
      with the determination made pursuant to this §2(e)(iv), including the
      fees and expenses of their respective attorneys and accountants, if
      any.  
    

    
      (v)                          Adjustments
      to Purchase Price.  The purpose of §2(d) is to determine the
      Purchase Price to be paid by the Buyer under this
      Agreement.  Accordingly, any adjustment pursuant to such section will
      neither be deemed to be an indemnification pursuant to Article 8, nor
      preclude the Buyer from exercising any indemnification rights pursuant
      to Article 8.  Any payment made pursuant to §2(d) will be treated by the
      parties for all purposes as an adjustment to the Preliminary Purchase
      Price.
    

    
      
        

        

      

      
        
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      (e) The Closing.  The closing of the transactions contemplated by
      this Agreement (the “Closing”) shall take place on date of
      signing of this Agreement or such other date as the Parties may mutually
      determine (the “Closing Date”).
    

    
      Deliveries at the Closing by Seller.  At the Closing Seller will
      deliver to Buyer:
    

    
      (i)                          a bill of sale in the form of Exhibit A for
      all of the Acquired Assets that are tangible personal property (the “Bill
      of Sale”), executed by Seller;
    

    
      (ii)                         an assignment and assumption agreement in
      the form of Exhibit B for all of the Acquired Assets that are intangible
      personal property (other than Intellectual Property) (which assignment
      will also contain Buyer’s undertaking and assumption of the Assumed
      Liabilities) (the “Assignment and Assumption Agreement”),
      executed by Seller;
    

    
      (iii)                        an assignment agreement in the form of
      Exhibit C for Intellectual Property (“IP Assignment Agreement”)
      included in the Acquired Assets, executed by Seller;
    

    
      (iv)                         the Consulting and Development Agreement,
      Leasehold Assignment and Release Agreement, Agency Agreement and
      Authorized Dealer Termination Agreement in the forms as Exhibits D
      through G (collectively referred to as “Ancillary Agreements”),
      executed by Seller or the other applicable party thereto;
    

    
      Deliveries at the Closing by Buyer.   At the Closing, Buyer will
    

    
      (i)                          pay (x) USD 10,295,099.92 by wire transfer
      to the Seller to a bank account specified by Seller and (y) USD
      204,900.08 or any other amount as indicated by Seller in writing to the
      Buyer according to §2(a) hereof to the account of RBC Bank as indicated
      in Schedule 2(a); for the avoidance of doubt, the Seller shall be
      entitled to demand payment from the Buyer of the amount indicated by RBC
      Bank in writing required for the release of the liens on the Acquired
      Assets specified on §3(d) of the Disclosure Schedule only to RBC Bank;
    

    
      (ii)                         deliver the Ancillary Agreements, executed
      by Buyer;
    

    
      (iii)                        deliver evidence satisfactory to Seller
      that Buyer has offered employment to the persons specified on §3(k) of
      the Disclosure Schedule (the “Hired Employees”) on substantially the
      same employment terms and with substantially the same benefits as such
      Hired Employees receive from Seller (it being acknowledged that, for
      purposes of the foregoing, the Buyer’s existing benefits are
      substantially the same as the Seller’s).
    

    
      (iv)                         a delivery notice duly signed by the Buyer
      in the form as set forth in Exhibit H (“Delivery Notice”).
    

    
      (h) Consents to Assignment.  Seller Contracts requiring the
      consent of a third-party in order to assign the same are so indicated on
      Schedule 1 AC.  To the extent that the assignment of any Seller Contract
      requires the consent of another person, this Agreement will not
      constitute an agreement to assign such Seller Contract if an attempted
      assignment would constitute a breach thereof.  Buyer will use all
      reasonable efforts to obtain any required consents to the assignment of
      each Seller Contract. If and as long as a required consent to the
      assignment of a Seller Contract is not obtained, Seller and Buyer will
      put each other in a position they would be if such Seller Contract had
      been validly assigned to the Buyer on the Closing Date.  Seller will
      cooperate with Buyer to provide for Buyer the risks and benefits
      associated with such Seller Contract, including enforcement, at the cost
      of and for the benefit of Buyer, of any and all rights of Seller against
      any other party.  The Buyer shall indemnify the Seller for all and any
      liabilities under Seller Contracts that become due on or after the
      Closing Date.  The Seller will exercise all rights under such Seller
      Contracts according to the instructions and at the costs of the
      Buyer.  The Seller is entitled to duly terminate such Seller Contract if
      the Buyer fails in obtaining the consent of all other parties to the
      assignment of the respective Seller Contract within 6 (six) months after
      the Closing Date.  
    

    
      
        

        

      

      
        
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      (i) Allocation. Seller shall prepare an allocation of the
      Purchase Price (and all other capitalized costs) among the Acquired
      Assets in accordance with Code §1060 and the Treasury regulations
      thereunder. Such amounts will be adjusted in accordance with Section
      1060 of the Code and the Treasury Regulations promulgated thereunder as
      a result of any adjustments to the Preliminary Purchase Price pursuant
      to §2(d) hereof or any other provision of this Agreement.  Seller shall
      deliver such proposed allocation to Buyer within 60 days after the
      Closing Date. Such proposal shall be subject to the approval of the
      Buyer, which approval shall be timely and not unreasonably
      withheld.  Upon such approval, Seller and Buyer and its Affiliates shall
      report, act and file Tax Returns (including, but not limited to Internal
      Revenue Service Form 8594) in all respects and for all purposes
      consistent with such allocation as is agreed upon. Buyer shall timely
      and properly prepare, execute, file and deliver all such documents,
      forms and other information as Seller may reasonably request to prepare
      such allocation. The Seller and the Buyer (x) will be bound by the
      allocation contained in the allocation schedule for purposes of
      determining any and all consequences with respect to taxes of the
      transactions contemplated herein, (y) will prepare and file all tax
      returns to be filed with any tax authority in a manner consisting with
      the allocation schedule, and (z) will take no position inconsistent with
      the allocation schedule on any tax return, any discussion with or
      proceeding before any tax authority, or otherwise.  In the event that
      the allocation schedule is disputed by any tax authority, the party
      receiving notice of such dispute will promptly notify the other party
      thereof and both parties will defend the allocation schedule in all
      reasonable ways.
    

    
      § 3       Seller’s Representations and Warranties
    

    
      Seller and the Shareholder jointly and severally represent and warrant
      to Buyer that the statements contained in this §3 are correct and
      complete as of the date of this Agreement, except as set forth in the
      Disclosure Schedule accompanying this Agreement and initialed by the
      Parties (the “Disclosure Schedule”) (it being understood that the
      Shareholder shall have no responsibility for any of the following
      representations and warranties that do not relate specifically to the
      Shareholder, unless the Seller fails to perform its obligations as set
      forth in §6(f)).
    

    
      
        

        

      

      
        
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      (a) Organization, Etc.  
    

    
      (i)                          The Seller is a domestic limited
      partnership duly formed, validly existing and in good standing under the
      laws of the State of North Carolina.  The General Partner is a
      corporation duly incorporated, validly existing and in good standing
      under the laws of the State of North Carolina.  The Seller has full
      limited partnership power and authority to own or use the Acquired
      Assets and to conduct its business as presently conducted.  The General
      Partner has full [corporate] power and authority to act as general
      partner of the Seller and to enter into this Agreement and to consummate
      the transactions contemplated hereby on behalf of the Seller.  Unless
      disclosed in § 3(a)(i) of the Disclosure Schedule, the Seller is duly
      qualified to do business as a limited partnership and is in good
      standing in all the states, provinces and jurisdictions in which either
      the nature of the activities of the Seller, or the ownership or use of
      the Acquired Assets, makes such qualification necessary, except where
      failure to so qualify would not reasonably be expected to have a
      Material Adverse Effect.  No other jurisdiction has given written notice
      to the Seller indicating that the Seller should be qualified in any
      other jurisdiction.
    

    
      (ii)                         Shareholder is a limited liability
      partnership duly formed, validly existing and in good standing under the
      laws of Germany.
    

    
      (b) Authorization of Transaction.  The General Partner has the
      absolute and unrestricted right, authority, power and capacity to (i)
      execute and deliver this Agreement and each certificate, document and
      agreement to be executed by the Seller in connection herewith on behalf
      of the Seller (the certificates, documents and agreements to be executed
      by the General Partner on behalf of the Seller or by the Shareholder in
      connection with this Agreement, collectively, the “Seller
      Documents”) and (ii) perform the obligations of the Seller hereunder
      and thereunder.  The Shareholder has the absolute and unrestricted
      right, authority, power and capacity to (i) execute and deliver each
      Seller Document to which it is party and (ii) perform the obligations of
      the Shareholder hereunder and thereunder.  The execution and delivery of
      this Agreement and the Seller Documents and the consummation of the
      transactions contemplated hereby and thereby have been duly and validly
      authorized by the Seller, the General Partner and the Shareholder, and
      no other proceedings on the part of the Seller, the General Partner or
      the Shareholder are necessary to authorize this Agreement or any Seller
      Document or to consummate the transactions contemplated hereby or
      thereby.  This Agreement has been duly and validly executed and
      delivered by the General Partner on behalf of the Seller and the
      Shareholder and constitutes a legal, valid and binding obligation of
      each of the Seller and the Shareholder, enforceable against such Party
      in accordance with its terms.  Upon execution and delivery by the
      Seller, the General Partner and the Shareholder of each Seller Document
      to which it is a party, such Seller Document shall constitute a legal,
      valid and binding obligation of the Seller, the General Partner and the
      Shareholder in each case enforceable against it in accordance with its
      terms.  
    

    
      (c) Non-contravention.  To the Knowledge of any Responsible
      Officer, the execution and delivery of this Agreement, nor the
      consummation of the transactions contemplated hereby (including the
      assignments and assumptions referred to in §2 above), will violate any
      constitution, statute, regulation, rule, injunction, judgment, order,
      decree, ruling, charge, or other restriction of any government,
      governmental agency, or court to which Seller is subject or any
      provision of the charter or bylaws of Seller.
    

    
      
        

        

      

      
        
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      (d) Title to Tangible Assets.  Except as set forth in §3(d) of
      the Disclosure Schedule, Seller owns good and valid title to all of the
      Acquired Assets, whether tangible or intangible, that it purports to
      own, including all of the Acquired Assets reflected on the Interim
      Balance Sheet (except for Acquired Assets held under capitalized leases
      and Acquired Assets sold since the date of the Interim Balance Sheet in
      the Ordinary Course of Business), free and clear of all the Liens except
      for the Permitted Liens.
    

    
      (e) Inventories.
    

    
      (i)                          To the Knowledge of any Responsible
      Officer, all Non-Culp Suppliers Inventories are in all material aspects
      of a quality useable and with respect to finished goods, sellable in the
      Ordinary Course of Business, except where provided for on the Seller’s
      books and records.
    

    
      (ii)                         To the Knowledge of any Responsible
      Officer, the Seller has not caused any damage to the Culp Suppliers
      Inventories that would impair their quality in any material aspect and
      with respect to finished goods, would make them non-sellable in the
      Ordinary Course of Business, except where provided for on the Seller’s
      books and records. Any damage to the Culp Suppliers Inventories caused
      by any subcontractor of the Seller processing the Culp Suppliers
      Inventories shall not be imputed to the Seller.  
    

    
      (iii)                        The Seller shall not be liable under
      §3(e)(i) and (ii) for any damages to the Inventories that have been
      caused by Beverly Knits or Colortex USA or an independent contractor of
      the Seller transporting or otherwise handling the Inventories.  
    

    
      (iv)                         All of the Inventories are located on the
      real property leased by the Seller from Affiliates of the Buyer, are
      kept with Beverly Knits, Colortex USA or are in transit.
    

    
      (f) Tangible Personal Property.  To the Knowledge of any
      Responsible Officer, each item of Tangible Personal Property of Seller
      that will be included in the Acquired Assets is in all material aspects
      in good operating condition and repair, ordinary wear and tear excepted
      and is suitable for immediate use in the Ordinary Course of Business.
    

    
      (g) Recent Changes.  Since January 31, 2008, there has not been
      any Material Adverse Change.  Other than the entry into this Agreement,
      since January 31, 2008, the Seller has not engaged in any practice,
      taken any action, or entered into any material transaction outside the
      Ordinary Course of Business.
    

    
      (h) Legal Compliance.  To the Knowledge of any Responsible
      Officer, the Seller has complied in all material respects with all
      applicable laws (including statutes, rules, regulations, codes, plans,
      injunctions, judgments, orders, decrees, rulings, and charges
      thereunder) of federal, state, local and foreign governments (and all
      agencies thereof).
    

    
      (i)                Intellectual
      Property.
    

    
      
        

        

      

      
        
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        §3(i) of the Disclosure Schedule identifies each patent or
      registration in respect of any other item of intellectual property of
      the Seller, identifies each pending patent application or other
      application for registration that Seller has made with respect to any of
      its intellectual property, and identifies each material license,
      agreement, or other permission that Seller has granted to any third
      party with respect to any of its intellectual property (including the
      Intellectual Property).  To the Knowledge of the Responsible Officers
      (i), the use by the Seller of the Intellectual Property in connection
      with the Business does not infringe on the rights of any third party
      with respect to such Intellectual Property, and (ii) no third party is
      currently making use of such Intellectual Property in a manner that
      infringes on the rights of the Seller therein.
    

    
      (j) Contracts.  §3(j) of the Disclosure Schedule lists all Seller
      Contracts and all other contracts and other agreements to which the
      Seller is a party and the performance of which will involve
      consideration in excess of $50,000.  Seller has delivered to Buyer a
      correct and complete copy of each written Seller Contract (as amended to
      date) listed in §3(j) of the Disclosure Schedule.
    

    
      (k) Employees.  
    

    
      (i)                          §3(k) of the Disclosure Schedule contains
      an accurate list of the following information for each Hired Employee of
      the Seller:  name; job title; date of birth; date of hiring; whether
      employment is subject to the terms of any employment agreement; current
      compensation paid or payable, any disability status, terms of severance
      (if any), and sick and vacation leave accrued.  To the Knowledge of any
      Responsible Officer, no Hired Employee plans to refuse to accept
      employment with Buyer.  
    

    
      (ii)                         To the Knowledge of any Responsible
      Officer, no Hired Employee with respect to the Business is a party to,
      or otherwise bound by, any agreement or arrangement, including any
      confidentiality, non-competition, or proprietary rights agreement,
      between such Hired Employee and any other Person that in any way has
      adversely affected up to the Closing Date (i) the performance of his or
      her duties as an employee of the Seller, (ii) the ability of the Seller
      to conduct the Business or (iii) the ability of such individual to
      assign to the Seller any rights under any invention, improvement or
      discovery.
    

    
      (iii)                        The Seller has provided to the Buyer access
      to true and complete copies of all employment manuals of the Seller.
    

    
      (iv)                         There are no outstanding EEOC, OSHA or
      workers compensation claims with respect to the Buyer or the Business.
    

    
      (l) Litigation.  Except as set forth in §3(l) of the
      Disclosure Schedule, there is no suit, claim, action or proceeding
      pending or, to the Knowledge of any Responsible Officer, threatened,
      against Seller with respect to the Business.
    

    
      (m) Financial Statements.  The Seller has delivered to the
      Buyer true and correct copies of each of the Financial Statements.  As
      far as the Financial Statements have been audited, they have been
      prepared in accordance with GAAP.  All Financial Statements (i) present
      the results of operations, cash flows and financial position of the
      Seller or the periods and as of the dates referred to therein (as far as
      the Financial Statements have been audited, all in accordance with
      GAAP), and (ii) are consistent with the books and records of the Seller.
    

    
      
        

        

      

      
        
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      (n) Benefit Plans.  Except as set forth in §3(n) of the
      Disclosure Schedule, neither the Seller nor any ERISA Affiliate thereof
      maintains, participates in or contributes to any Plans.
    

    
      (o) Environmental Matters.  To the Knowledge of any Responsible
      Officer, except as would not reasonably be expected to have a Material
      Adverse Effect, the Seller has not caused any contamination or pollution
      of the soil or the ground water of the property, on which Seller’s
      Business has been conducted in the past by an act or omission that has
      not been in compliance with any Environmental Laws, including but not
      limited to the improper handling of Hazardous Substances. The Seller
      shall not be liable to the Buyer hereunder if and to the extent the
      circumstances leading to a breach of this guarantee also constitute a
      breach by the Seller of the lease agreement entered into between the
      Seller and Partnership 52 Associates dated January 1, 2005 as amended by
      an undated amendment.
    

    
      (p) Disclaimer of Other Representations and Warranties.  Except
      as expressly set forth in this §3, Seller makes no representation or
      warranty, express or implied, at law or in equity, in respect of any of
      its assets (including, without limitation, the Acquired Assets),
      liabilities or operations, including, without limitation, with respect
      to merchantability or fitness for any particular purpose, and any such
      other representations or warranties are hereby expressly
      disclaimed.  Buyer hereby acknowledges and agrees that, except to the
      extent specifically set forth in this §3, Buyer is purchasing the
      Acquired Assets on an “as-is, where-is” basis.  Without limiting the
      generality of the foregoing, Seller makes no representation or warranty
      regarding any assets other than the Acquired Assets or any liabilities
      other than the Assumed Liabilities, and none shall be implied at law or
      in equity.
    

    
      § 4       Buyer’s Representations and Warranties, Covenants
    

    
      Buyer represents and warrants to Seller that the statements contained in
      this §4 are correct and complete as of the date of this Agreement and
      will be correct and complete as of the Closing Date (as though made then
      and as though the Closing Date were substituted for the date of this
      Agreement throughout this §4), except as set forth in the Disclosure
      Schedule.  The Disclosure Schedule will be arranged in paragraphs
      corresponding to the lettered and numbered paragraphs contained in this
      §4.
    

    
      (a) Organization of Buyer.  Buyer is a corporation duly
      organized, validly existing, and in good standing under the laws of the
      State of North Carolina.
    

    
      (b) Authorization of Transaction.  Buyer has full power and
      authority (including full corporate or other entity power and authority)
      to execute and deliver this Agreement and to perform its obligations
      hereunder.  This Agreement constitutes the valid and legally binding
      obligation of Buyer, enforceable in accordance with its terms and
      conditions.  The execution, delivery and performance of this Agreement
      and all other agreements contemplated hereby have been duly authorized
      by Buyer.
    

    
      
        

        

      

      
        
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      (c) Non-contravention.  Neither the execution and delivery
      of this Agreement, nor the consummation of the transactions contemplated
      hereby (including the assignments and assumptions referred to in §2
      above), will (i) violate any constitution, statute, regulation, rule,
      injunction, judgment, order, decree, ruling, charge, or other
      restriction of any government, governmental agency, or court to which
      Buyer is subject or any provision of its charter, bylaws, or other
      governing documents or (ii) conflict with, result in a breach of,
      constitute a default under, result in the acceleration of, create in any
      party the right to accelerate, terminate, modify, or cancel, or require
      any notice under any agreement, contract, lease, license, instrument, or
      other arrangement to which Buyer is a party or by which it is bound or
      to which any of its assets are subject.  Buyer does not need to give any
      notice to, make any filing with, or obtain any authorization, consent,
      or approval of any government or governmental agency in order for the
      Parties to consummate the transactions contemplated by this Agreement
      (including the assignments and assumptions referred to in §2 above),
      other than certain required consents of parties to certain contracts,
      which consents will have been obtained as of the Closing.
    

    
      (d) Independent Investigation.  The Buyer has conducted its
      own independent investigation, review and analysis of the business,
      operations, assets, liabilities, results of operations, financial
      condition, and prospects of the Business, which investigation, review
      and analysis was done by the Buyer and its representatives.  The Buyer
      acknowledges that it and its representatives have been provided adequate
      access to the personnel, properties, premises and records of the
      Business for such purpose.  In entering into this Agreement, the Buyer
      acknowledges that it has relied in part upon the aforementioned
      investigation, review and analysis and not on any factual
      representations or opinions of the Seller or its representatives (except
      the Seller Representations and the Disclosure Schedule).  The Buyer
      hereby acknowledges and agrees that (a) other than the Seller
      Representations, none of the Seller, any other member of the Seller
      Group, or any of their respective officers, directors, employees or
      representatives make or have made any representation or warranty,
      express or implied, at law or in equity, with respect to the Business,
      the Acquired Assets or the Assumed Liabilities including as to (i)
      merchantability or fitness for any particular use or purpose, (ii) the
      operation of the Business by the Buyer after the Closing in any manner
      or (iii) the probable success or profitability of the Business after the
      Closing, and (b) other than the indemnification obligations of the
      Seller and the Shareholder set forth in § 8 and subject to the
      limitations in § 6(f) hereof, none of the Selling Parties, or any of
      their respective officers, directors, employees or representatives will
      have or will be subject to any liability or indemnification obligation
      to the Buyer or any other person resulting from the distribution to the
      Buyer, its Affiliates or representatives of, or the Buyer’s use of, any
      information relating to the Business including, without limitation, any
      descriptive memoranda, summary business descriptions or any information,
      documents or material made available to the Buyer or its
      representatives, whether orally or in writing, in certain “data rooms,”
      management presentations, functional “break-out” discussions, responses
      to questions submitted on behalf of the Buyer or in any other form in
      expectation of the contemplated transactions.
    

    
      (e)                Accounting
      Expert
    

    
      The Buyer represents that neither the Buyer nor any of its affiliates
      has had any business relationship with the Accounting Expert in the last
      five years before the Closing Date or will enter into any with the
      Accounting Expert until the determination of the Closing Balance Sheet
      and the Closing Net Working Capital is final and binding between the
      Parties.  
    

    
      
        

        

      

      
        
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      § 5       [Reserved]
    

    
      § 6       Post-Closing Covenants
    

    
      The Parties agree as follows with respect to the period following the
      Closing:
    

    
      (a) General.  In case at any time after the Closing any further
      actions are necessary to carry out the purposes of this Agreement, each
      of the Parties will take such further actions (including the execution
      and delivery of such further instruments and documents) as the other
      Party reasonably may request, all at the sole cost and expense of the
      requesting Party (unless the requesting Party is entitled to
      indemnification therefore under §8 below).
    

    
      (b) Litigation Support.  In the event and for so long as any
      Party actively is contesting or defending against any action, suit,
      proceeding, hearing, investigation, charge, complaint, claim, or demand
      in connection with (i) any transaction contemplated under this Agreement
      or (ii) any fact, situation, circumstance, status, condition, activity,
      practice, plan, occurrence, event, incident, action, failure to act, or
      transaction on or prior to the Closing Date involving the Business, the
      other Party will cooperate with the contesting or defending Party and
      its counsel in the contest or defense, make available its personnel, and
      provide such testimony and access to its books and records as shall be
      necessary in connection with the contest or defense, all at the sole
      cost and expense of the contesting or defending Party (unless the
      contesting or defending Party is entitled to indemnification therefore
      under §8 below).
    

    
      (c) Non-Competition Agreement.  
    

    
      (i)                          Each of the Seller and the Shareholder
      acknowledges that (A) the Business maintains relationships with
      customers and suppliers throughout the Territory; (B) the Products and
      services related to the Business are marketed throughout the Territory;
      (C) the Business competes with other businesses that are or could be
      located in any part of the world; (D) the Buyer has required that each
      of the Seller and the Shareholder make the covenants set forth in this
      §6(c) as a condition to the Buyer’s consummation of the transactions
      contemplated by this Agreement and would not otherwise consummate such
      transactions; (E) the provisions of this §6(c) are reasonable and
      necessary to protect and preserve the Buyer’s interests in the Business
      and the operation of the Business from and after the Closing Date; (F)
      the Seller and the Shareholder will benefit from the consummation of the
      transactions contemplated by this Agreement; and (G) the Buyer would be
      irreparably damaged if the Seller or the shareholder or any of their
      respective Affiliates were to breach the covenants set forth in this
      §6(c).
    

    
      (ii)                         As an inducement for the Buyer to enter
      into this Agreement and in consideration for the Buyer’s consummation of
      the transactions contemplated hereby (including the payments made to the
      Seller in connection with such consummation), with the intent to
      maintain a collaborative relationship between the Parties, each of the
      Seller and the Shareholder agrees that for a period of six years
      following the Closing Date (such period, the “Term”), such
      Selling Parties shall not sell running meters of Products in the
      Territory, excluding, for the avoidance of doubt, (x) any sewn panel
      mattress covers and sewn single jersey fire protectors/socks, and (y)
      the sale of all and any products to IKEA and/or any direct or indirect
      suppliers of IKEA in the Territory (it being understood that nothing
      herein shall limit the Buyer’s ability to sell products to IKEA or any
      direct or indirect supplier of IKEA) and (z) the sale of any and all
      Products, sewn panel mattress covers and sewn single jersey fire
      protectors/socks to Tempurpedic and/or any direct or indirect suppliers
      of Tempurpedic (the exception set forth in this clause (z) being
      referred to as “Seller’s Tempurpedic Exception”).  The Buyer and its
      affiliates may not sell or deliver any Product, sewn panel mattress
      covers and sewn single jersey fire protectors/socks to Tempurpedic
      and/or any direct or indirect suppliers of Tempurpedic (the “Buyer’s
      Tempurpedic Restriction”). In the event that a majority of shares in
      Tempurpedic or a substantial portion of the assets of the Tempurpedic
      business are sold to a third-party (a “Successor Business”), then for
      purposes of this § 6(c)(ii) the Seller and the Shareholder shall not
      have the benefit of the Seller’s Tempurpedic Exception and the Buyer
      shall not be bound by the Buyer’s Tempurpedic Restriction, except to the
      extent that the Successor Business either (x) operates such Tempurpedic
      business through a separate subsidiary or other distinct business unit
      or (y) relates to or involves Tempurpedic-branded visco foam
      mattresses.  
    

    
      
        

        

      

      
        
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      (iii)                        The foregoing restriction under §6(c)(ii)
      is limited to direct sales of running meters of Products by Selling
      Parties or Selling Parties’ affiliates or representatives in the
      Territory.  The Selling Parties agree that, in the event the Buyer
      obtains knowledge thereof, the Buyer may inform either Selling Party of
      any distributor or agency or similar arrangement with which either
      Selling Party has established a distributor, agency or similar
      commercial arrangement that permits the sale of running meters of
      Products into the Territory, whether such distributor or agency is
      supplying the running meters of Products to the Territory.  In the event
      the Buyer so informs either Selling Party, the Selling Parties shall use
      their reasonable best efforts to prevent the distributor or agency to
      supply such Products to the Territory. If the distributor or agency does
      not cease to supply running meters of the Products to the Territory
      within 2 months after the Selling Parties have been informed by Buyer,
      the Selling Parties shall terminate the distributor, agency or similar
      commercial arrangement with the respective distributor or agency,
      whereas the termination shall be effective at the earliest possible date
      in accordance with the terms and conditions of such arrangement. Any
      sale of running meters of Products into the Territory by any such
      distributor or agent after (1) the termination has become effective and
      (2) the distributor or agency has sold off any running meters of
      Products on stock delivered by either Selling Party under the terminated
      distribution, agency or similar commercial arrangement shall constitute
      a violation of this § 6(c), unless the running meters of Products such
      distributor or agency is supplying into the Territory have not been
      delivered by the Selling Parties or any Affiliates of the Selling
      Parties.  
    

    
      (iv)                         In the event of a breach by the Seller, the
      Shareholder or any of their respective Affiliates of any covenant set
      forth in this §6(c), the Term of such covenant with respect to such
      Person shall be extended by the period of the duration of such breach.
    

    
      
        

        

      

      
        
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      (v)                          If any provision or part of this §6(c) is
      unenforceable because of its duration or its geographic coverage, or
      because it is too expansive in any other respect, the parties hereto
      agree to modify this §6(c), and that the court making such determination
      shall have the power to interpret and modify this §6(c), to reduce the
      duration, the geographic coverage, or such other provision and to delete
      specific words or phrases herefrom (“blue-penciling”), so
      that this §6(c) shall extend over the longest time, the largest
      geographic area and in any other respect as is enforceable under
      applicable law and, in its reduced or blue-penciled form, such provision
      shall then be enforceable and shall be enforced.
    

    
      (vi)                         The parties to this Agreement agree that
      the covenants in this Agreement impose a reasonable restraint on the
      Seller and the Shareholder and their respective Affiliates in light of
      the activities and business of the Buyer and its Affiliates.  In
      addition, the restrictions set forth in this §6(c) as to the Seller and
      the Shareholder may be waived in writing by the board of directors of
      the Buyer, upon the written request of such Person.
    

    
      (vii)                        Each of the Seller and the Shareholder
      acknowledges that the injury that would be suffered by the Buyer as a
      result of a breach of the provisions of this Agreement (including any
      provision of this §6(c) would be irreparable and that an award of
      monetary damages alone to the Buyer for such a breach would be an
      inadequate remedy.  The Buyer shall have the right, in addition to any
      other rights it may have, to obtain injunctive relief to restrain any
      breach or threatened breach or otherwise to specifically enforce any
      provision of this Agreement, and the Buyer shall not be obligated to
      prove actual damages or to post bond or other security in seeking such
      relief.
    

    
      (d) Agency Agreement.  The Selling Parties and the Buyer will
      enter into the Agency Agreement attached as Exhibit F.
    

    
      (e) Employees.
    

    
      (i)                          Effective as of the Closing Date, Buyer
      shall offer employment to each Hired Employee (including those on
      vacation, approved leave of absence, or long or short term disability)
      on terms and conditions consistent with this §6(e).  Except as otherwise
      specifically set forth in this §6(e), neither Seller nor any of its
      Affiliates shall have any responsibility whatsoever for any liabilities
      and obligations which relate in any way to any Hired Employee or any
      current or former employee of the Seller (except for any such
      liabilities or obligations that shall have arisen prior to the Closing),
      and Buyer and its Affiliates shall be responsible for satisfying all
      liabilities and obligations arising from and after Closing which relate
      in any way to any Hired Employee of the Seller and any severance
      payments owed upon termination of such employees by Seller and
      subsequent hiring of such employees by Buyer, irrespective of whether
      such severance payments become due before, on or after Closing or
      whether the Hired Employees accepted the offer of the Buyer.  Seller and
      Buyer shall each cooperate with the other and shall provide to the other
      such documentation, information and assistance as is reasonably
      necessary to effect the provisions of this §6(e).  Buyer shall deliver
      to Seller, a reasonable period of time prior to distribution, copies of
      any offer letter (or other material correspondence with Hired Employees
      to be made prior to the Closing Date) for Seller’s review and
      comment.  Buyer will exercise its reasonable best efforts, subject to
      any applicable requirements of law, to ensure that the benefit plans of
      the Buyer treat employment with Seller prior to the Closing Date the
      same as employment with any of Buyer and its subsidiaries from and after
      the Closing Date for purposes of eligibility, vesting, and benefit
      accrual.  
    

    
      
        

        

      

      
        
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      (ii)                         Nothing in this §6(e) shall create any
      third party beneficiary right in any Person other than the parties to
      this Agreement, including any current or former Hired Employee, any
      participant in any Plan, or any dependent or beneficiary thereof, or any
      right to continued employment with the Seller, Buyer or any of their
      respective Affiliates.  Nothing in this §6(e) shall constitute an
      amendment to any Plan or any other plan or arrangement covering Hired
      Employees.  Seller and Buyer shall each cooperate with the other and
      shall provide to the other such documentation, information and
      assistance as is reasonably necessary to effect the provisions of this
      §6(e).  In the event that Buyer or the Seller or any of their respective
      successors and assigns (i) consolidates with or merges into any person
      and is not the continuing or surviving corporation or entity in such
      consolidation or merger, or (ii) transfers all or substantially all of
      its assets to any person or entity, then, in each case, proper provision
      shall be made so that the successors and assigns of Buyer or the Seller
      honor the obligations of Buyer set forth in this §6(e).
    

    
      (iii)                        Throughout the two-year period immediately
      after the Closing, neither the Seller nor the Shareholder shall, nor
      shall either Seller or the Shareholder permit any of its Affiliates to,
      at any time, directly or indirectly, entice away any of the Hired
      Employees from the Buyer without the prior written consent of the Buyer
      (which written consent shall be effective only as to the Hired Employee
      specified therein and to no other Person, and such written consent shall
      not be unreasonably withheld for those Transfer Employees that are
      terminated by the Buyer). The foregoing sentence shall apply mutatis
      mutandis to the Buyer with respect to the employees of the Seller.
    

    
      (f) Liquidation of Seller.  
    

    
      (i)                          Until the later of (1) the expiration of
      the Survival Period and (2) the date as of which all indemnification
      claims (x) that shall have been asserted by Buyer in writing against the
      Seller on or before the date of expiration of the Survival Period and
      (y) with regard to which the Buyer has initiated within three months
      after asserting such claims in writing an arbitration proceeding
      according to the terms of this Agreement shall have been fully satisfied
      or resolved by the parties, the Seller shall (1) at all times maintain
      net assets or equity of not less than $1,500,000 and (2) within 30 days
      after the end of each fiscal quarter, furnish to the Buyer a balance
      sheet demonstrating compliance with the foregoing as of the end of such
      fiscal quarter, beginning with the fiscal quarter ending September 30,
      2008.  
    

    
      (ii)                         In the event the Seller complies with the
      foregoing, it is understood that the Seller shall have no responsibility
      for (1) any warranties in § 3 hereof that do not relate specifically to
      the Shareholder or (2) any indemnification obligations as set forth in
      § 8 hereof.  In the event the Seller fails to comply with the foregoing,
      it is understood that the Seller and the Shareholder shall have joint
      and several liability for such warranties and indemnification
      obligations, subject to the limitations set forth in § 8.
    

    
      
        

        

      

      
        
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      (g) Access to Information.  Subject to compliance with
      contractual obligations and applicable requirements of law, during the
      five-year period following the Closing, after not less than five days
      prior written notice, the Buyer, on the one hand, and the Seller and the
      Shareholder, on the other shall each afford to the other Party, and to
      such Party’s authorized accountants, counsel, bank auditors and other
      designated representatives, during normal business hours in a manner so
      as to not unreasonably interfere with the conduct of its business
      (i) reasonable access and duplicating rights to all non-privileged
      records, books, contracts, instruments, documents, correspondence,
      computer data and other data and information (collectively, “Information”)
      within the possession or control of such Party to the extent such access
      may reasonably be required by the Party seeking access solely in
      connection with matters relating to or affected by the operations of the
      Business or the Seller, as to the Seller and the Shareholder, for
      periods prior to the Closing Date, and as to the Buyer, for periods on
      and after the Closing Date and (ii) reasonable access to the personnel
      of such Party.  Requests may be made under this §6(g) for financial
      reporting and accounting matters, preparing financial statements,
      preparing and filing of any Tax Returns, prosecuting any claims for
      refund, defending any Tax claims or assessment, preparing securities law
      or securities exchange filings, prosecuting, defending or settling any
      litigation or insurance claim, performing obligations under this
      Agreement and the agreements contemplated hereby, and all other proper
      business purposes, but may not be made, and access and duplicating
      rights need not be afforded, under this §6(g) in connection with
      disputes between the Parties, including disputes as to indemnification
      hereunder.
    

    
      (h) Financial Statements.  Within the time periods mentioned in
      Schedule 6(h) or, if no time period is mentioned in Schedule 6(h),
      within 45 days after the Closing Date, the Selling Parties shall furnish
      to the Buyer the financial statements and information described on
      Schedule 6(h) attached hereto, and will otherwise cooperate with the
      Buyer to enable the Buyer to comply with its filing obligations under
      applicable securities laws.  
    

    
      
        

        

      

      
        
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      (i) Trademarks.  The Parties agree that the trademarks listed in
      Schedule 6(i) shall not be transferred to the Buyer. The Buyer shall be
      entitled to use these trademarks free of charge for a term of one year
      starting from Closing Date to the same extent the Buyer has used these
      trademarks prior to the Closing Date. After the one year term has
      expired or in case the Buyer wishes to expand the use of these
      trademarks, the Selling Parties are free, but not obligated to enter
      into a licensing or a comparable agreement with the Buyer.   
    

    
      (j) Cost for Physical Inventory.  In the event this Agreement is
      closed before August 31, 2008, the Buyer shall be obligated to reimburse
      the Seller for any and all costs related to the pre-Closing physical
      inventory of the Inventories of Seller, if and to the extent Seller
      provides Buyer with invoices for any related expenses.
    

    
      § 7       [Reserved]
    

    
      § 8       Remedies for Breaches of This Agreement
    

    
      (a) Survival of Representations and Warranties.  All of the
      representations and warranties of Seller contained in §3 of this
      Agreement shall survive the Closing (unless Buyer knew or did not know
      due to gross negligence of any misrepresentation or breach of a warranty
      at the time of Closing in which case Buyer shall not be entitled to make
      a claim for breach of a representation or warranty included in this
      Agreement) and continue in full force and effect until the end of the
      Survival Period.  A Party’s consummation of the transactions
      contemplated hereby after waiving any of the conditions to its
      obligation to close (including the condition that the other Party’s
      representations and warranties be true in all material respects) shall
      not limit or otherwise affect its rights to recover under this §8.
    

    
      (b) Indemnification Provisions for Buyer’s Benefit.
    

    
      (i)                          In the event either the Seller or (subject
      to § 6(f)) the Shareholder breaches any of its representations,
      warranties, and covenants contained in this Agreement, and, provided
      that Buyer makes a written claim for indemnification against Seller
      pursuant to §10(g) below within the Survival Period, then Seller and
      (subject to § 6(f)) the Shareholder shall jointly and severally
      indemnify Buyer from and against the entirety of any Adverse
      Consequences Buyer shall suffer (but excluding any Adverse Consequences
      Buyer shall suffer after the end of any applicable Survival Period and
      any incidental, consequential or special Adverse Consequences) caused by
      the breach; provided, however, that Seller shall not have any obligation
      to indemnify Buyer from and against any Adverse Consequences caused by
      the breach of any representations or warranties contained in this
      Agreement (A) until Buyer has suffered Adverse Consequences by reason of
      an individual breach in excess of $ $10,000, (B) until all such
      individual breaches equal to or in excess of $ 10,000 exceed a
      deductible of  $100,000 (after which point Seller will be obligated only
      to indemnify Buyer from and against further such Adverse Consequences)
      and thereafter (C) to the extent the Adverse Consequences Buyer has
      suffered by reason of any and all such breaches exceeds a $800,000
      aggregate ceiling (after which point Seller will have no obligation to
      indemnify Buyer from and against further such Adverse Consequences) (D)
      to the extent that the Adverse Consequences arise from any matter of
      which Buyer had actual Knowledge or did not have actual Knowledge due to
      Buyer’s gross negligence at or prior to the Closing.
    

    
      
        

        

      

      
        
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      (ii)                         Seller and (subject to § 6(f)) the
      Shareholder jointly and severally agree to indemnify Buyer from and
      against the entirety of any Adverse Consequences the Buyer shall suffer
      caused by any liability of Seller that is not an Assumed Liability
      (including any liability of Seller that becomes a liability of Buyer
      under any bulk transfer law of any jurisdiction, under any common law
      doctrine of de facto merger or successor liability, or otherwise by
      operation of law).
    

    
      (iii)                        Each qualification and exception regarding
      materiality or Material Adverse Effect in each such representation or
      warranty, including those made in the certificate delivered at Closing,
      shall be disregarded and given no effect, so that Adverse Consequences
      are determined without regard to such qualifications and exceptions.
    

    
      (c) Indemnification Provisions for Seller’s Benefit.
    

    
      (i)                          In the event the Buyer breaches any of its
      representations, warranties, and covenants contained in this Agreement,
      and, provided that Seller makes a written claim for indemnification
      against Buyer pursuant to §10(g) below within the Survival Period, then
      Buyer shall indemnify the Seller from and against the entirety of any
      Adverse Consequences Seller shall suffer (but excluding any Adverse
      Consequences Seller shall suffer after the end of any applicable
      Survival Period and any incidental, consequential or special Adverse
      Consequences) caused by the breach; provided, however, that the Buyer
      shall not have any obligation to indemnify the Seller from and against
      any Adverse Consequences caused by the breach of any representations or
      warranties contained in this Agreement (A) until Seller has suffered
      Adverse Consequences by reason of an individual breach in excess of
      $10,000, (B) until all such individual breaches equal to or in excess of
      $10,000 exceed a deductible of  $100,000 (after which point Buyer will
      be obligated only to indemnify Seller from and against further such
      Adverse Consequences) and thereafter (C) to the extent the Adverse
      Consequences Seller has suffered by reason of any and all such breaches
      exceeds a $800,000 aggregate ceiling (after which point Buyer will have
      no obligation to indemnify Seller from and against further such Adverse
      Consequences) (D) to the extent that the Adverse Consequences arise from
      any matter of which Seller had actual Knowledge or did not have actual
      Knowledge due to Seller’s gross negligence at or prior to the Closing.
    

    
      (ii)                         Buyer shall indemnify Seller from and
      against the entirety of any Adverse Consequences suffered that are
      caused by any liability of Seller that is an Assumed Liability or that
      are associated with or arise from the sale or use of the Acquired Assets
      after the Closing, including with respect to third party claims.
    

    
      (d) Matters Involving Third Parties.
    

    
      (i)                          If any third party notifies any Party (the “Indemnified
      Party”) with respect to any matter (a “Third-Party
      Claim”) that may give rise to a claim for indemnification against
      the other Party (the “Indemnifying Party”) under this §8,
      then the Indemnified Party shall promptly (and in any event within 5
      Business Days after receiving notice of the Third-Party Claim) notify
      the Indemnifying Party thereof in writing.
    

    
      
        

        

      

      
        
          24
        

        
          


        

      

      
        

        

      

    

    
      (ii)                         The Indemnifying Party will have the right
      at any time to assume and thereafter conduct the defense of the
      Third-Party Claim with counsel of its choice; provided, however, that
      the Indemnifying Party will not consent to the entry of any judgment on
      or enter into any settlement with respect to the Third-Party Claim
      without the prior written consent of the Indemnified Party (not to be
      unreasonably withheld) unless the judgment or proposed settlement
      involves only the payment of money damages and does not impose an
      injunction or other equitable relief upon the Indemnified Party.
    

    
      (iii)                        Unless and until the Indemnifying Party
      assumes the defense of the Third-Party Claim as provided in §8(d)(ii)
      above, the Indemnified Party may defend against the Third-Party Claim in
      any manner it may reasonably deem appropriate.
    

    
      In no event will the Indemnified Party consent to the entry of any
      judgment on or enter into any settlement with respect to the Third-Party
      Claim without the prior written consent of the Indemnifying Party (not
      to be unreasonably withheld).
    

    
      (e) Insurance Claims.
    

    
      All indemnification payments under this §8 shall be paid by the
      Indemnifying Party net of any insurance coverage to the extent that any
      proceeds of any insurance coverage are actually paid to the Indemnified
      Party. The Buyer shall be obligated to exhaust any of its insurance
      claims covering the damages leading to an indemnification payment under
      this §8. Before the Buyer has not exhausted such claims, the Buyer is
      not entitled to bring any claims against either of the Selling Parties
      under §§3 and 8 hereof.    
    

    
      (f) Claims regarding Non-Culp Suppliers Inventories.
    

    
      In the event of a breach of §3(e)(i) the Buyer shall be obligated to
      exhaust any claims it may have against any suppliers of the Non-Culp
      Suppliers Inventories or any subcontractors processing the Non-Culp
      Suppliers Inventories with regard to the circumstances that lead to such
      breach. Before the Buyer has not exhausted such claims, the Buyer is not
      entitled to bring any claims against either of the Selling Parties under
      §§3(e)(i) and 8 hereof.
    

    
      (g) Exclusive Remedy.  Buyer and Seller acknowledge and
      agree that the foregoing indemnification provisions in this §8 shall be
      the exclusive remedy of Buyer with respect to any Acquired Assets and
      Assumed Liabilities and any transactions contemplated by this Agreement.
    

    
      § 9       Termination
    

    
      (a) Termination of Agreement.  This Agreement may be
      terminated at any time prior to the Closing:
    

    
      
        

        

      

      
        
          25
        

        
          


        

      

      
        

        

      

    

    
      (i)                          by mutual written consent of Seller and
      Buyer;
    

    
      (ii)                         by written notice by Seller to Buyer or
      Buyer to Seller, as the case may be, in the event the Closing has not
      occurred on or prior to October 1, 2008 (the “Outside Date”);
      provided, however, that the right to terminate this
      Agreement under this §9(a)(ii) shall not be available to any Party whose
      breach of this Agreement or delay or nonperformance of any term of this
      Agreement has been the primary cause of, or primarily resulted in, the
      failure to consummate the transactions contemplated by this Agreement or
      before the Outside Date;
    

    
      (iii)                        by either Seller or Buyer if any court of
      competent jurisdiction or governmental entity shall have issued an
      order, decree or ruling or taken any other action permanently
      restraining, enjoining or otherwise prohibiting the Closing or the
      transactions contemplated by this Agreement, and such order, decree,
      ruling or other action shall have become final and non-appealable; provided,
      however, that the right to terminate this Agreement pursuant to
      this §9(a)(ii) shall not be available to any Party whose breach of this
      Agreement or delay or nonperformance of any term of this Agreement has
      been the primary cause of, or primarily resulted in, any such order,
      decree, ruling or other action, including, without limitation, such
      Party’s obligation to use its reasonable best efforts to resist, resolve
      or lift, as applicable, any such order, decree, ruling or other action;
    

    
      (iv)                         by Seller upon a material breach by Buyer
      of any of its respective obligations under this Agreement; and
    

    
      (v)                          by Buyer upon a material breach by Seller
      of any of its obligations under this Agreement.
    

    
      (b) Effect of Termination.  If any Party terminates this
      Agreement pursuant to §9(a) above, all rights and obligations of the
      Parties hereunder shall terminate without any liability of any Party to
      the other Party (except for any liability of any Party then in breach);
      provided, however, that (i) the provisions contained in §10 below shall
      survive termination, except for §10(n), §10(o), §10(q), and that
      (ii) Buyer shall pay a Break Fee to reimburse the Selling Parties for
      any and all costs and expenses incurred in connection with the
      transaction contemplated herein if Seller terminates this Agreement
      pursuant to §9(a)(ii), (iii) or (iv) above or if Buyer terminates this
      Agreement for any reason other than as set forth in §9(a).
    

    
      § 10      Miscellaneous
    

    
      (a) Press Releases and Public Announcements.  No Party shall
      issue any press release or make any public announcement relating to the
      subject matter of this Agreement without the prior written approval of
      the other Party; provided, however, that any Party may make any public
      disclosure it believes in good faith is required by applicable law or
      the rules of any exchange on which its securities may be listed (in
      which case the disclosing Party will use its reasonable best efforts to
      advise the other Party prior to making the disclosure).
    

    
      
        

        

      

      
        
          26
        

        
          


        

      

      
        

        

      

    

    
      (b) No Third-Party Beneficiaries.  This Agreement shall not
      confer any rights or remedies upon any Person other than the Parties and
      their respective successors and permitted assigns.
    

    
      (c) Entire Agreement.  This Agreement (including the documents
      referred to herein) constitutes the entire agreement between the Parties
      and supersedes any prior understandings, agreements, or representations
      by or between the Parties, written or oral, to the extent they relate in
      any way to the subject matter hereof.
    

    
      (d) Succession and Assignment.  This Agreement shall be binding
      upon and inure to the benefit of the Parties named herein and their
      respective successors and permitted assigns.  No Party may assign either
      this Agreement or any of its rights, interests, or obligations hereunder
      without the prior written approval of the other Party.
    

    
      (e) Counterparts.  This Agreement may be executed in one or more
      counterparts (including by means of facsimile), each of which shall be
      deemed an original but all of which together will constitute one and the
      same instrument.
    

    
      (f) Headings.  The section headings contained in this Agreement
      are inserted for convenience only and shall not affect in any way the
      meaning or interpretation of this Agreement.
    

    
      (g) Notices.  All notices, requests, demands, claims, and
      other communications hereunder shall be in writing.  Any notice,
      request, demand, claim, or other communication hereunder shall be deemed
      duly given (i) when delivered personally to the recipient,
      (ii) 1 Business Day after being sent to the recipient by reputable
      overnight courier service (charges prepaid), (iii) 1 Business Day after
      being sent to the recipient by facsimile transmission or electronic
      mail, or (iv) 4 Business Days after being mailed to the recipient by
      certified or registered mail, return receipt requested and postage
      prepaid, and addressed to the intended recipient as set forth below:
    

    
    	
          If to Seller:
        	
          Copy to:
        
	
          Bodet & Horst GmbH & Co. KG,

          
            Im Gewerbegebiet 9
          

          
            09481 Elterlein
          

          
            Germany
          

          
            Attn.: Mr. Gerd-Hermann Horst
          

          
            Fax: +49 0373 4969-796
          

        	
          Baker & McKenzie Partnerschaft von Rechtsanwälten, Steuerberatern,
          Wirtschaftsprüfer und Solicitors

          
            Friedrichstraße 79/80
          

          
            10117 Berlin
          

          
            Germany
          

          
            Attn.: Dr. Thorsten Seidel
          

          
            Fax: +49 30 2038 7699
          

        
	
          If to Buyer:
        	
          Copy to:
        
	
          Culp, Inc.

          
            1823 Eastchester Street
          

          
            High Point, North Carolina 27265
          

          
            Attn: Franklin N. Saxon
          

          
            Facsimile: (336) 887-7089
          

        	
          Robinson, Bradshaw & Hinson, P.A.

          
            101 North Tryon Street, Suite 1900
          

          
            Charlotte, North Carolina 28246
          

          
            Attn: Henry H. Ralston
          

          
            Facsimile: (704) 378-4000
          

        


    

    
      
        

        

      

      
        
          27
        

        
          


        

      

      
        

        

      

    

    
      Any Party may change the address to which notices, requests, demands,
      claims, and other communications hereunder are to be delivered by giving
      the other Party notice in the manner herein set forth.
    

    
      (h) Governing Law.  This Agreement shall be governed by and
      construed in accordance with the domestic laws of the State of North
      Carolina without giving effect to any choice or conflict of law
      provision or rule (whether of the State of North Carolina or any other
      jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the State of North Carolina.
    

    
      (i)                          Arbitration.  The
      Parties agree to resolve any disputes or disagreements arising under
      this Agreement or any of the other agreements executed in connection
      herewith (except for any claims seeking specific enforcement or other
      equitable relief, which may be brought in any court of competent
      jurisdiction) through arbitration as follows (an “Arbitration
      Dispute”):  
    

    
      (ii)                         With respect to any Arbitration Dispute,
      any Party may commence arbitration proceedings with the CPR Institute
      for Arbitration Dispute Resolution (“CPR”) office by filing
      a demand for arbitration in writing (a “Demand”) with the
      CPR and by simultaneously sending a copy of the Demand to the other
      parties.  The arbitration proceedings shall be governed by and decided
      in accordance with the CPR Rules for Non-Administered Arbitration then
      in effect, unless the parties to the arbitration shall mutually agree
      otherwise in writing.  Any evidentiary rules not expressly provided by
      the CPR Rules shall be determined in accordance with the Federal Rules
      of Evidence.  The arbitration shall be governed by the U.S. Arbitration
      Act, 9 U.S.C. § 1, et seq. and shall be
      administered under the procedures set forth herein.
    

    
      (iii)                        The arbitrator to be selected (the “Arbitrator”)
      shall be one independent and impartial arbitrator selected pursuant to
      CPR Rule 6.4.
    

    
      (iv)                         The arbitration shall be conducted in New
      York City, New York; provided that the Arbitrator may, for the
      convenience of the parties and without changing the sites of the
      arbitration proceeding, permit the taking of evidence outside of New
      York City, New York.
    

    
      (v)                          The Arbitrator shall permit and facilitate
      discovery pursuant to CPR Rule 11, except each Party shall be limited to
      two depositions.  Within 30 days after selection of an arbitrator, the
      Party filing the demand for arbitration shall provide copies of all
      business documents and other evidence in its possession that support its
      demand.  Within 30 days of receipt of such information, the receiving
      Party shall produce all business documents and evidence that support its
      defense or response.  Thereafter, each Party shall have the right to
      such other discovery procedures as the Arbitrator may determine to be
      reasonably necessary for a fair understanding of any legitimate issue
      raised in the arbitration.
    

    
      
        

        

      

      
        
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      (vi)                         The award of the Arbitrator may be monetary
      damages, an order requiring performance of obligations under this
      Agreement or any other appropriate award or remedy, excluding, however,
      any award or remedy mentioned in §10(ix).  The Arbitrator may not make
      any ruling, finding or award that does not conform to the terms and
      conditions of this Agreement.  The award of the Arbitrator shall be
      accompanied by a written explanation of the basis for the award.
    

    
      (vii)                        The fees and expenses of the Arbitrator
      shall be shared equally by the parties and advanced by them from time to
      time as required; provided that, at the conclusion of the
      arbitration, the prevailing Party shall be entitled to recover all
      attorneys’ fees, filing fees, costs, including the costs of the
      arbitration previously advanced, expert fees and costs, and related
      expenses from the non-prevailing Party and such recovery shall be made
      part of any judgment or arbitration award.
    

    
      (viii)                       An appeal of an arbitration award arising
      out of or related to this Agreement may be taken under the CPR
      Arbitration Appeal Procedure.  The award rendered by the Arbitrator,
      after any appeal taken pursuant to the foregoing, shall be final and not
      subject to judicial review, and judgment thereon may be entered in any
      court of competent jurisdiction.  Any amount owing by any Person as a
      result of this § 10(i) shall be paid within two Business Days after
      final determination of such amount.
    

    
      (ix)                         Notwithstanding anything to the contrary
      provided in this § 10(i) and without prejudice to the above procedures,
      any of the parties may apply to any court of competent jurisdiction for
      temporary injunctive judicial relief if such action is necessary to
      avoid irreparable damage or to preserve the status quo until such time
      as the arbitration panel is convened and available to hear such Party’s
      request for temporary relief.
    

    
      (i) Amendments and Waivers.  No amendment of any provision
      of this Agreement shall be valid unless the same shall be in writing and
      signed by Buyer and Seller.  No waiver by any Party of any provision of
      this Agreement or any default, misrepresentation, or breach of warranty
      or covenant hereunder, whether intentional or not, shall be valid unless
      the same shall be in writing and signed by the Party making such waiver,
      nor shall such waiver be deemed to extend to any prior or subsequent
      default, misrepresentation, or breach of warranty or covenant hereunder
      or affect in any way any rights arising by virtue of any prior or
      subsequent such occurrence.
    

    
      (j) Severability.  Any term or provision of this Agreement that
      is invalid or unenforceable in any situation in any jurisdiction shall
      not affect the validity or enforceability of the remaining terms and
      provisions hereof or the validity or enforceability of the offending
      term or provision in any other situation or in any other jurisdiction.
    

    
      (k) Expenses.  Each of Buyer and the Selling Parties will bear
      its/their own costs and expenses (including legal fees and expenses)
      incurred in connection with this Agreement and the transactions
      contemplated hereby; provided, however, that Buyer will also bear all of
      the costs and expenses relating to the preparation and audit of the
      Closing Balance Sheet and the Schedule of Closing Net Working Capital
      (but not any fees or expenses of any advisors or accountants engaged by
      the Seller or the Shareholder, and not the fees and expenses of the
      Accounting Expert, responsibility for which shall be divided evenly
      between the Buyer, on the one-hand, and the Seller, on the other).  If
      this Agreement is terminated, the obligation of each party to pay its
      own costs and expenses will be subject to any rights of such party
      arising from a breach of this Agreement by the other party.
    

    
      
        

        

      

      
        
          29
        

        
          


        

      

      
        

        

      

    

    
      (l) Construction.  The Parties have participated jointly in the
      negotiation and drafting of this Agreement.  In the event an ambiguity
      or question of intent or interpretation arises, this Agreement shall be
      construed as if drafted jointly by the Parties and no presumption or
      burden of proof shall arise favoring or disfavoring any Party by virtue
      of the authorship of any of the provisions of this Agreement.  Any
      reference to any federal, state, local, or foreign statute or law shall
      be deemed also to refer to all rules and regulations promulgated
      thereunder, unless the context requires otherwise.  The word “including”
      shall mean including without limitation.
    

    
      (m) Incorporation of Exhibits and Schedules.  The Exhibits and
      Schedules identified in this Agreement are incorporated herein by
      reference and made a part hereof.
    

    
      (n) Tax Matters.
    

    
      (i)                          Property and ad valorem taxes with respect
      to the Acquired Assets for the period that includes the Closing Date
      shall be allocated between Seller and Buyer based on a percentage
      determined by dividing the number of days in such period occurring prior
      to the Closing Date, divided by the number of days in such period.  Such
      percentage of tax will be allocated to the Seller and the remainder
      shall be allocated to the Buyer.
    

    
      (ii)                         Seller and Buyer shall cooperate in the
      preparation, execution and filing of all tax returns, questionnaires,
      applications or other documents regarding any sales, use, excise,
      documentary, conveyance, transfer, value, stock transfer, stamp taxes or
      similar taxes that become payable in connection with the transactions
      contemplated by this Agreement.  All such taxes shall be borne by Buyer.
    

    
      (iii)                        Seller and Buyer agree to furnish or cause
      to be furnished to each other, upon request, as promptly as practicable,
      such information and assistance (including access to books and records)
      relating to the Acquired Assets as is reasonably necessary for the
      preparation of any tax return, claim for refund or audit or other tax
      matter relating to any of the Acquired Assets, including the prosecution
      or defense of any claim, suit or proceeding relating to any proposed
      adjustment of taxes.
    

    
      (iv)                         To the extent permitted by applicable law,
      the parties agree to treat all payments made under § 8 or under any
      other indemnity provision contained in this Agreement as adjustments to
      the Purchase Price for income tax purposes.  
    

    
      (o) Bulk Transfer Laws.  Buyer acknowledges that Seller will
      not comply with the provisions of any bulk transfer laws of any
      jurisdiction in connection with the transactions contemplated by this
      Agreement.
    

    
      
        

        

      

      
        
          30
        

        
          


        

      

      
        

        

      

    

    
      (p) Governing Language.  This Agreement has been negotiated and
      executed by the Parties in English.  In the event any translation of
      this Agreement is prepared for convenience or any other purpose, the
      provisions of the English version shall prevail.
    

    
      (q) Tax Disclosure Authorization.  Notwithstanding anything
      herein to the contrary, the Parties (and each Affiliate and Person
      acting on behalf of any Party) agree that each Party (and each employee,
      representative, and other agent of such Party) may disclose to any and
      all Persons, without limitation of any kind, the transaction’s tax
      treatment and tax structure (as such terms are used in regulations
      promulgated under Code §6011) contemplated by this agreement and all
      materials of any kind (including opinions or other tax analyses)
      provided to such Party or such Person relating to such tax treatment and
      tax structure, except to the extent necessary to comply with any
      applicable federal or state securities laws.  This authorization is not
      intended to permit disclosure of any other information including
      (without limitation) (A) any portion of any materials to the extent not
      related to the transaction’s tax treatment or tax structure, (B) the
      identities of participants or potential participants, (C) the existence
      or status of any negotiations, (D) any pricing or financial information
      (except to the extent such pricing or financial information is related
      to the transaction’s tax treatment or tax structure), or (E) any other
      term or detail not relevant to the transaction’s tax treatment or the
      tax structure.
    

    

    

    
      * * * * *
    

    
      
        

        

      

      
        
          31
        

        
          


        

      

      
        

        

      

    

    
      IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
      as of the date first above written.
    

    
    	
          CULP, INC.
        
	
           
        	
          
            By:
          

        	
          
            /s/ Franklin N. Saxon
          

        
	

        	
          
            Name:
          

        	
          
            Franklin N. Saxon
          

        
	

        	
          
            Title:
          

        	
          
            President and CEO
          

        
	

        	

        	
           
        
	
          BODET & HORST USA, LP
        
	
          BY
        
	
          BODET & HORST Corporation, its General Partner
        
	

        	
          
            By:
          

        	
          
            /s/ Gerd-Hermann Horst
          

        
	

        	
          
            Name:
          

        	
          
            Gerd-Hermann Horst
          

        
	

        	
          
            Title:
          

        	
          
            President
          

        
	

        	

        	
           
        
	
          BODET & HORST GMBH & CO. KG
        
	
          BY
        
	
          Horst-Beteiligungs GmbH
        
	

        	
          
            By:
          

        	
          
            /s/ Gerd Hermann Horst
          

        
	

        	
          
            Name:
          

        	
          
            Gerd-Herman Horst
          

        
	

        	
          
            Title:
          

        	
          
            Geschäftsführer
          

        


    

    
      32