ASSET PURCHASE AGREEMENT


         This Asset Purchase  Agreement (this  "Agreement")  dated as of June 7,
1999, between L.D. BRINKMAN & CO. (TEXAS),  INC., a Texas corporation ("Buyer"),
LOWY GROUP,  INC., a Delaware  corporation  ("Seller"),  and for certain limited
purposes, J.B. POINDEXTER & CO., INC., a Delaware corporation ("Parent").


                              W I T N E S S E T H:

         WHEREAS,  Seller is in the business (the  "Business")  of  distributing
carpeting, floor coverings and related products directly, and indirectly through
a  wholly  owned  subsidiary,  Tile By  Design,  Inc.,  a  Delaware  corporation
("TBDI"); and

         WHEREAS, Seller is a wholly owned subsidiary of Parent; and

         WHEREAS,  Buyer wishes to purchase or acquire  (directly or  indirectly
through subsidiaries) from Seller and Seller wishes to sell, assign and transfer
to Buyer,  certain of the  assets and  properties  held in  connection  with the
Business, including all of the issued and outstanding equity securities of TBDI,
and Buyer has  agreed to assume  (directly  or  indirectly  through  one or more
subsidiaries) the Assumed  Liabilities,  all for the purchase price and upon the
terms and subject to the conditions herein set forth;

         NOW,   THEREFORE,   in   consideration   of   the   mutual   covenants,
representations  and  warranties  made  herein and of the mutual  benefits to be
derived hereby, the parties hereto agree as follows:

                                   I. ARTICLE
                         SALE AND PURCHASE OF THE ASSETS

A.  Assets.  Subject  to and upon the  terms  and  conditions  set forth in this
Agreement, the Seller hereby sells, assigns, transfers,  conveys and delivers to
Buyer and Buyer purchases and acquires from Seller,  all of the right, title and
interest of Seller in and to the  tangible  and  intangible  assets,  rights and
privileges  described on Schedule 1.1 (collectively,  the "Assets").  Subject to
the terms and conditions  hereof,  the Assets are being transferred or otherwise
conveyed to the Buyer free and clear of Liens excepting only Assumed Liabilities
and the Permitted  Liens in accordance  with the provisions of (i) an Assignment
and Bill of Sale,  (ii)  Assignments  relating to the Assumed  Contracts,  (iii)
certificates of title relating to motorized  vehicles,  (iv) assignments of each
Lease and related transfer  declarations and (v) any other transfer  instruments
deemed necessary for the Buyer and Seller,  in each case dated as of the Closing
Date.

A. Excluded Assets. Notwithstanding anything herein to the contrary, the parties
hereto  recognize  and agree that the Assets shall  include  only those  assets,

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rights and  privileges  described  on  Schedule  1.1 and that Seller will retain
assets, rights and privileges not constituting Assets (collectively  referred to
as the "Excluded Assets").

                                   I. ARTICLE
                                   THE CLOSING

A. Place and Date.  The  closing  of the sale and  purchase  of the Assets  (the
"Closing") has taken place on June 7, 1999 (the "Closing Date"), effective as of
the opening of business on that day.

A. Purchase Price. Subject to the remaining provisions of this Agreement,  Buyer
has  agreed to  deliver to the Seller  aggregate  consideration  (the  "Purchase
Price")  equal to the book value of the Assets less  $1,000,000.  Subject to the
adjustments  contemplated in Section 4.3 of this  Agreement,  the Purchase Price
has been  estimated on the Closing Date by reference to the Closing Date Balance
Sheet and paid by (i) delivering cash in an amount equal to  $6,240,382.00  (the
book value of the Assets, less the actual dollar amount of liabilities reflected
on the  Closing  Date  Balance  Sheet,  less  $1,000,000)  (and  such  amount is
hereinafter  referred to as the "Closing  Date  Payment")  and (ii) assuming the
Assumed  Liabilities.  The parties  contemplate  that the Purchase Price will be
adjusted pursuant to the provisions of Section 4.3.

A.                         Allocation of Purchase Price.

a) The Purchase Price shall be allocated  among the Assets in accordance with an
allocation  schedule  to be prepared  by the Buyer and  consented  to by Seller,
which consent will not be unreasonably withheld.  Such allocation schedule shall
be prepared in accordance with section 1060 of the Code.

a) In connection with the  determination of the schedule  contemplated in 2.3(a)
above,  the parties shall cooperate with each other and provide such information
as any of them  shall  reasonably  request.  The  parties  will each  report the
federal,  state and local and other Tax  consequences  of the  purchase and sale
contemplated hereby (including the filing of Internal Revenue Service Form 8594)
in a manner consistent with such allocation schedule.

A.                         Assumption of Liabilities.

a) Subject to the terms and conditions set forth herein,  including Section 2.5,
at the Closing the Buyer shall assume and agree to pay, honor and discharge when
due all of the following liabilities (collectively, the "Assumed Liabilities"):

(1) the accounts payable, and other liabilities,  obligations and commitments to
the extent reflected on the Closing Date Balance Sheet;

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(1) Seller's obligations to replace defective  merchandise sold prior to Closing
to third  parties in the  ordinary  course of  business,  to the extent that the
original manufacturer of such merchandise shall provide replacement  merchandise
for  delivery  to  such  third  party  or  shall  otherwise  credit  Buyer  with
consideration  with respect thereto (it being understood that Seller will remain
liable to third parties with respect to amounts or claims for which Buyer is not
indemnified, reimbursed or otherwise made whole);

(1) all  liabilities  and  obligations  of Seller  arising under the  Contracts,
including the Leases; and

(1) obligations to pay for the types of goods described as  "Inventories" on the
Closing Date Balance Sheet  ("Inventories") which have been ordered by Seller in
the ordinary course of business but not delivered prior to the date hereof; and

(1)  Losses  arising  from  environmental   claims  against  Buyer  or  TBDI  by
Governmental  Authorities  or other third  parties other than Losses that result
from a breach of the representations and warranties contained in Section 3.1.8.

a) At the  Closing,  the Buyer has assumed and agreed to  discharge  the Assumed
Liabilities  relating to the Business by executing  and  delivering to Seller an
assumption   agreement  in  a  form  reasonably   satisfactory  to  Seller  (the
"Assumption Agreement").

A.  Retained  Liabilities.  Seller  shall  retain and Buyer shall not assume any
liabilities,  obligations  or  commitments  of  Seller  other  than the  Assumed
Liabilities.  The  liabilities,  obligations  and  commitment  to be retained by
Seller (the "Retained Liabilities") shall include those arising from or relating
to the following:

a) Indebtedness owed by Seller or TBDI to Parent,  any Affiliate of Parent or to
any lender to Parent or Seller;

a) The Excluded Assets;

a) Seller's  obligation  to pay Taxes  relating  to its conduct of the  Business
prior to the Closing;

a) Seller's obligations relating to its Employees or Plans;

a)  Environmental  claims  against Seller by  Governmental  Authorities or other
third parties as a result of activities of Seller prior to the Closing; and

a) Sales by  Seller of  assets  outside  of the  ordinary  course  of  business,
including but not limited to sales of assets of Blue Ridge Acquisition  Company,
LLC; and

b) Conduct of Seller's business after the Closing.

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A. Buyer's Obligations After Closing. From and after the Closing, Buyer shall be
liable for  liabilities  associated with the conduct of its business and its use
or disposition of the Assets in connection therewith, including, but not limited
to, the following liabilities:

a) All warranty claims relating to sales by Buyer of Inventories; and

a) All  losses  arising  from  environmental  claims  against  Buyer  or TBDI by
Governmental  Authorities  or other  third  parties  other than Losses for which
Buyer has indemnity under Section 3.1.8.

                                   I. ARTICLE
                         REPRESENTATIONS AND WARRANTIES

A.  Representations and Warranties of Seller.  Seller represents and warrants to
the Buyer as follows:

1.  Authorization,  etc. Seller has the corporate power and authority to execute
and deliver this  Agreement  and each of the  Collateral  Agreements to which it
will be a party, to perform fully its obligations thereunder,  and to consummate
the  transactions  contemplated  thereby.  The  execution  and  delivery of this
Agreement,  and the consummation of the transactions  contemplated  hereby, have
been,  and the execution and delivery of the  Collateral  Agreements to which it
will be a party and the  consummation of the transactions  contemplated  thereby
will  have  been,  duly  authorized  by all  requisite  corporate  action.  This
Agreement and each of the  Collateral  Agreements to which Seller is a party are
the legal,  valid and binding  obligation of Seller,  enforceable  against it in
accordance  with its  respective  terms  subject to (a)  applicable  bankruptcy,
insolvency,  reorganization,  fraudulent transfer and conveyance,  receivership,
moratorium  and  similar  laws  affecting  creditors  rights  generally  and (b)
equitable  principles of general  applicability  relating to the availability of
specific performance, injunctive relief and other equitable remedies.

1. Corporate Status (except as set forth in Schedule 3.1.2).

a) Each of the Seller and TBDI is a corporation duly organized, validly existing
and in good standing under the laws of their respective states of incorporation,
with full  corporate  power and authority to carry on its business and to own or
lease and to operate its  properties as and in the places where such business is
conducted and such properties are owned, leased or operated.

a) Each of the Seller and TBDI is duly  qualified or licensed to do business and
is in good standing in each of the  jurisdictions  in which the operation of the
Business or the character of the properties  owned,  leased or operated by it in
connection  with the Business makes such  qualification  or licensing  necessary

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except  where the failure to be so qualified  would not have a material  adverse
effect on the  Business or the  consummation  of the  transactions  contemplated
herein.

a) Neither of the Seller or TBDI is in violation of any of the provisions of its
certificate of incorporation or bylaws or other organizational documents.

1. No Conflicts, etc. The execution,  delivery and performance by Seller of this
Agreement and each of the Collateral  Agreements to which it is a party, and the
consummation of the  transactions  contemplated  hereby and thereby,  do not and
will not conflict  with or result in a violation of or a default  under (with or
without the giving of notice or the lapse of time or both) (i) to the  Knowledge
of  Seller,  any  Applicable  Law  applicable  to  Seller  or TBDI or any of the
properties  or  assets  of  Seller or TBDI  (including  but not  limited  to the
Assets),   or  (ii)  the  certificate  of   incorporation  or  bylaws  or  other
organizational documents of Seller or TBDI.

1. Closing Date Balance  Sheet.  Seller has delivered to Buyer the "Closing Date
Balance Sheet"  setting forth the Assets and certain of the Assumed  Liabilities
as of the opening of business on the Closing Date,  and,  except as set forth in
the procedures and conventions  described on the supporting  schedules  thereto,
(i) valuing  the Assets in  accordance  with GAAP,  consistently  applied,  (ii)
valuing the Assumed  Liabilities in accordance with GAAP,  consistently  applied
and (iii) setting forth such reserves for doubtful accounts, obsolete inventory,
warranty  claims and the like as required  by GAAP,  consistently  applied.  The
Closing Date Balance  Sheet fairly  presents,  in  accordance  with GAAP and the
procedures and conventions  described on the supporting schedules to the Closing
Date Balance Sheet,  the values of the Assets and the Assumed  Liabilities  (and
any  related  reserves)  and the net asset  value of the Assets less the Assumed
Liabilities  as of  the  Closing  Date.  The  parties  hereto  acknowledge  that
consistent  with  GAAP  some  or all of the  liabilities  described  in  Section
2.4(a)(ii),  (iii), (iv) and (v) are not required to be reflected as liabilities
on the Closing  Date  Balance  Sheet (or are not required to have a dollar value
assigned thereto).

1. Assets. Except as disclosed in Schedule 3.1.5, Seller has good and marketable
title to all the Assets free and clear of any and all Liens other than Permitted
Liens.

               EXCEPT AS EXPRESSLY  PROVIDED IN THIS AGREEMENT,  SELLER MAKES NO
               REPRESENTATION  OR  WARRANTY,  EXPRESSED  OR  IMPLIED,  AS TO THE
               MAINTENANCE, REPAIR, CONDITION, DESIGN, WORKMANSHIP, SUITABILITY,
               UTILITY  OR  MARKETABILITY  OF ANY OF THE  ASSETS OR ANY  PORTION
               THEREOF  OR ANY OTHER  PROPERTY  THEREON  OR THE  ABSENCE  OF ANY
               DEFECTS THEREIN,  WHETHER LATENT OR PATENT.  WITHOUT LIMITING THE

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               GENERALITY  OF THE  FOREGOING,  SELLER  EXPRESSLY  DISCLAIMS  ANY
               EXPRESSED OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
               PARTICULAR  PURPOSE.  BUYER AND SELLER  RECOGNIZE  THAT EXCEPT AS
               EXPRESSLY SET FORTH IN THIS AGREEMENT, THE BUYER WILL ACQUIRE THE
               ASSETS IN THEIR PRESENT CONDITION AND STATE OF REPAIR "AS IS" AND
               "WHERE IS" AND "WITH ALL FAULTS."

1.  Contracts.  Schedule  3.16  contains  a  complete  and  correct  list of all
agreements,  contracts,  commitments  and  other  instruments  and  arrangements
(whether  written  or oral)  which  constitute  or could  give  rise to  Assumed
Liabilities  (the  "Contracts")  other than (i)  obligations  to sell or deliver
Inventories  in the ordinary  course,  (ii)  Contracts  relating to  Inventories
ordered  in the  ordinary  course  but not  delivered,  (iii) the  Leases,  (iv)
Contracts  requiring  the  expenditure  of funds  for the  delivery  of goods or
services having a value of, in either case, not more than $10,000 with regard to
any such  Contract  and (v) accounts  payable to the extent  provided for on the
Closing Date Balance Sheet.

1. Real Property.

a) Owned Real Property.  There are no fee interests in real estate  constituting
part of the Assets.

a) Leases.  Schedule  3.1.7(b)  contains a complete and correct list of all real
property  leases,  subleases,   leases  and  occupancy  agreements  constituting
Contracts  and  pursuant to which  Seller  occupies  Leased Real  Property  (the
"Leases").  Seller  or TBDI,  as the case may be,  has  delivered  to the  Buyer
correct  and  complete  copies of Leases.  The Seller or TBDI has good and valid
title to the leasehold estate under each Lease free and clear of all Liens other
than Permitted  Liens.  Seller enjoys peaceful and undisturbed  possession under
its respective Leases for the Leased Real Property.

a) No Proceedings.  There are no eminent domain or other similar  proceedings to
which  Seller is a party,  pending or to the  Knowledge  of Seller,  threatened,
affecting any portion of Real Property.  There is no writ,  injunction,  decree,
order or judgment  outstanding against or naming Seller, nor any action,  claim,
suit or proceeding,  pending to which Seller is a party,  or to the Knowledge of
Seller,  threatened,  relating to the lease, use, or operation by Seller or TBDI
of any Real Property.

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1. Environmental Matters.

a) The sole representations of the Seller with respect to environmental  matters
are set forth in this  Section  3.1.8.  To the extent  representations  in other
sections of this Agreement  also could be interpreted to apply to  environmental
matters,  including,  but not limited to matters  related to,  arising  under or
concerning  Environmental  Laws,  such  representations  shall be  construed  to
exclude  all  environmental  matters  and to apply  only to  matters  other than
environmental  matters. The exclusive remedy which may be asserted by Buyer with
respect to any  environmental  matters or matters  related to,  arising under or
concerning  Environmental  Laws,  shall be a contract  action to recover Buyer's
actual economic  damages pursuant to the  indemnification  provisions of Section
6.2 of this  Agreement  if Buyer  proves a breach of any of the  representations
contained in this Section 3.1.8.  Without  limiting the foregoing,  no action in
tort or strict  liability or for contribution or cost recovery may be maintained
by Buyer against Seller or Parent, related to the Assets in connection therewith
including  any action  pursuant  to any  Environmental  Laws,  and BUYER  HEREBY
IRREVOCABLY  WAIVES THE RIGHT TO BRING, AND AGREES NOT TO BRING, ANY SUCH ACTION
AGAINST SELLER OR PARENT.

a) Except as set forth on Schedule 3.1.8 to Seller's Knowledge:

(1) The Business and the Assets are in material  compliance  with all applicable
Environmental  Laws that could give rise to any material  Liens and no condition
or event has occurred  which,  with or without  notice or the passage of time or
both,  is  reasonably  likely  to give  rise to any  material  Liens  under  any
applicable Environmental Laws in connection with the Assets or the Business;

(1)  Each of TBDI  and the  Seller  has  obtained  and is in  compliance  in all
material respects with all  Environmental  Permits required for the ownership of
the Assets and the conduct and operation of the Business;

(1) No material  quantity of any Hazardous  Substance has been  intentionally or
unintentionally  released into the environment (including releases to air, soil,
surface,  water,  and  groundwater)  at, or on the Leased Real  Property  except
releases in compliance with Environmental Laws, nor has the Leased Real Property
been used at any time by any person or entity as a landfill  or a disposal  site
for any Hazardous Substance or for garbage,  waste, or refuse of any kind, which
release  or use  would  be  reasonably  likely  to  give  rise to any  Liens  or
proceedings under any Environmental Laws; and

(1)  Neither  TBDI nor the  Seller  is  subject  to any  existing,  pending,  or
threatened  proceedings  involving  any  alleged  violations  of,  or  potential
liability arising under, any Environmental Laws in connection with the Business.

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1. Employees,  Labor Matters, etc. Except as set forth in Schedule 3.1.9, Seller
is not a party to or bound by any collective  bargaining agreement and there are
no labor  unions or other  organizations  representing  or to the  Knowledge  of
Seller,  purporting  to  represent or  attempting  to  represent  any  employees
employed in the  operation of the Business  (the  "Employees).  Since August 31,
1991 there has not occurred or been  threatened any material  strike,  slowdown,
picketing,  work stoppage,  concerted  refusal to work overtime or other similar
labor  activity with respect to any  employees  employed in the operation of the
Business.  Except  as may  result  from  the  consummation  of the  transactions
contemplated  herein,  there  are no labor  disputes  currently  subject  to any
grievance  procedure,  arbitration or litigation and there is no  representation
petition  pending or to the knowledge of Seller  threatened  with respect to any
employee employed in the operation of the Business. Seller has complied with all
provisions  of  Applicable  Law  pertaining  to  the  employment  of  employees,
including,  without  limitation,  all such  Applicable  Laws  relating  to labor
relations, equal employment, fair employment practices, entitlements, prohibited
discrimination  or other similar  employment  practices or acts,  except for any
failure  so to  comply  that,  individually  or  together  with all  such  other
failures,  has not and will not result in a material  liability or obligation on
the part of the Buyer.

1.  Brokers,  Finders,  etc. All  negotiations  relating to this  Agreement  the
Collateral  Agreements,  and the transactions  contemplated  hereby and thereby,
have been carried on without the participation of any Person acting on behalf of
Seller or the Parent or their  respective  Affiliates  in such manner as to give
rise  to any  valid  claim  against  the  Buyer  or any of its  subsidiaries  or
Affiliates   for  any   brokerage  or  finder's   commission,   fee  or  similar
compensation, or for any bonus payable to any officer, director, employee, agent
or sales  representative  of or  consultant  to  Seller  or the  Parent or their
respective Affiliates upon consummation of the transactions  contemplated hereby
or thereby or otherwise.

1. Liabilities to Affiliates.  As of the Closing,  the Assumed  Liabilities will
not include any amounts owed to Parent or Seller, any Affiliate of the Parent or
Seller, or to any Person acting as the transferee of any of them.

A.  Representations  and  Warranties  of the  Buyer.  The Buyer  represents  and
warrants to Seller as follows:

1. Corporate Status; Authorization,  etc. Buyer is a corporation duly organized,
validly existing and in good standing, under the laws of the jurisdiction of its
incorporation  with full  corporate  power and  authority to execute and deliver
this Agreement and the Collateral  Agreements to which it is a party, to perform

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its  obligations  hereunder and thereunder  and to consummate  the  transactions
contemplated hereby and thereby. The execution and delivery by the Buyer of this
Agreement,  the Collateral  Agreements and the  consummation of the transactions
contemplated  hereby and thereby,  have been duly  authorized  by all  requisite
corporate  action of  Buyer.  The Buyer has duly  executed  and  delivered  this
Agreement and the Collateral  Agreements to which it is a party.  This Agreement
and each of the  Collateral  Agreements  to which the Buyer is a party are valid
and legally binding  obligations of the Buyer,  enforceable against the Buyer in
accordance with their  respective  terms.

2. No Conflicts,  etc. The execution,  delivery and performance by Buyer of this
Agreement and each of the Collateral  Agreements to which it is a party, and the
consummation of the  transactions  contemplated  hereby and thereby,  do not and
will not conflict with or result in a violation of or under (with or without the
giving  of  notice  or  the  lapse  of  time,  or  both)  (i)  the  articles  of
incorporation or bylaws of Buyer, (ii) any Applicable Law applicable to Buyer or
any of its  Affiliates or any of its or their  properties or assets or (iii) any
contract,  agreement  or  other  instrument  applicable  to  Buyer or any of its
Affiliates or any of its or their properties or assets,  except,  in the case of
clause  (iii),  for  violations  and  defaults  that,  individually  and  in the
aggregate,  have not and will not  materially  impair  the  ability  of Buyer to
perform its  obligations  under this  Agreement  or under any of the  Collateral
Agreements  to which it is a party.  Except as specified in Schedule  3.2.2,  no
Governmental  Approval  or other  Consent is  required to be obtained or made by
Buyer in connection  with the  execution  and delivery of this  Agreement or the
Collateral  Agreements  or the  consummation  of the  transactions  contemplated
hereby and thereby.

1. Brokers,  Finders,  etc. All  negotiations  relating to this  Agreement,  the
Collateral Agreements and the transactions  contemplated hereby and thereby have
been carried on without the  participation of any Person acting on behalf of the
Buyer Parties in such manner as to give rise to any valid claim  against  Seller
or any of its  Affiliates  for any  brokerage  or  finder's  commission,  fee or
similar compensation.

                                   I. ARTICLE
                                    COVENANTS

A. Covenants of Seller and TBDI

1. Access and Information.

a) From and after  the  Closing  Date,  until the  second  anniversary  thereof,
subject  to  such  reasonable   limitations  as  may  be  necessary  to  prevent
unreasonable  disruptions of Seller's business,  Seller and the Parent will (and
will use  reasonable  efforts to cause their  respective  accountants,  counsel,
consultants,  employees and agents to) give the Buyer, the Buyer's  accountants,
counsel,  consultants,  employees and agents, full access during normal business
hours to, and  furnish  them with (and permit  them,  at Buyer's  cost,  to make
copies of) all documents,  records,  work papers and information relating to the
Assets as the Buyer shall from time to time reasonably request.

a) Subject to the  remainder  hereof,  Seller  will retain all books and records
relating to the Business in accordance with Seller's record  retention  policies
as presently in effect.  During the seven-year  period  beginning on the Closing
Date,  Seller shall not dispose of or knowingly  permit the disposal of any such
books and records  without  first  giving 60 days' prior  written  notice to the
Buyer offering to surrender the same to the Buyer at the Buyer's expense.

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a) Buyer shall maintain all information  obtained pursuant to this Section 4.1.1
in confidence in accordance with the Confidentiality Agreement dated on or about
December 22, 1998 between Buyer and Seller.

1. Further Assurances.  Following the Closing,  the Seller and the Parent shall,
from time to time, execute and deliver such additional  instruments,  documents,
conveyances or assurances and take such other actions as shall be necessary,  or
otherwise  reasonably  requested by the Buyer,  to confirm and assure the rights
and obligations provided for in this Agreement and in the Collateral  Agreements
and render effective the consummation of the transactions  contemplated thereby;
provided,  however,  that  Seller or Parent  shall not be  required to incur any
unreimbursed cost or expense in connection  herewith.  Seller shall execute such
consents or powers of attorney as shall be reasonably necessary to permit Seller
to file the returns relating to Transfer Taxes contemplated in Section 4.2.2.

1. Use of Business Name. After the Closing,  neither Seller nor the Parent will,
directly or  indirectly,  use or do business,  or allow any Affiliate to conduct
any business  competitive  with the Business under the name "Lowy Group" (or any
other name confusingly similar to such name).

1. Facilities Access.  Subject to the provisions of Section 4.2.4,  Seller shall
permit Buyer and its agents and employees the  nonexclusive use of and access to
Seller's business premises at 4001 North Kingshighway, St. Louis, Missouri 63115
(the "Premises") on a rent-free basis for one hundred and twenty (120) days from
and after the Closing Date.  During such 120-day period,  Seller may continue to
occupy the Premises and show the Premises to prospective  buyers or tenants.  In
addition,  Seller will permit  Buyer to have primary  user/system  administrator
access to Seller's data bases, files,  operating systems,  systems  applications
and  the  like  utilized  by  Seller  in the  conduct  of the  Business  and the
maintenance  and  preparation  of its  books  and  records  of  account  and its
financial  statements,  during the ninety (90) days following the Closing.

A.  Covenants of the Buyer.

1. Liability for Transfer  Taxes.  The Buyer shall be responsible for the timely
payment of, and shall indemnify and hold harmless the Seller against,  all sales
(including,  without  limitation,  bulk sales),  use, value added,  documentary,
stamp, gross receipts,  registration,  transfer,  conveyance, excise, recording,
firearm,  ammunition,  license  and  other  similar  Taxes  and fees  ("Transfer
Taxes"),   arising  out  of  or  in  connection  with  or  attributable  to  the
transactions effected pursuant to this Agreement and the Collateral  Agreements.
The Buyer shall prepare and timely file all Tax Returns  required to be filed in
respect of Transfer Taxes (other than any elective notices permitted to be given
to creditors  as provided in any  applicable  bulk  transfer  laws).

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2. Further Assurances.  Following the Closing,  the Buyer shall, and shall cause
its  Affiliates  to,  from time to time,  execute and  deliver  such  additional
instruments, documents, conveyances or assurances and take such other actions as
shall be necessary,  or otherwise reasonably requested by the Seller, to confirm
and assure the rights and obligations  provided for in this Agreement and in the
Collateral  Agreements and render effective the consummation of the transactions
contemplated hereby and thereby.

1. Use of Premises.  In connection  with Buyer's use of the Premises as provided
in Section 4.1.4,  Buyer shall promptly upon demand  therefor,  reimburse Seller
for the actual out of pocket cost of any charges by providers of gas,  electric,
janitorial and other services (but excluding any rent,  common area  maintenance
or other similar  charge levied by lessors)  directly or indirectly  benefitting
Buyer during it use of the Premises.  Buyer, at its expense,  shall promptly (i)
repair any damage to the Premises caused by Buyer or its employees or agents and
(ii)  remove any  mechanics',  materialmen's  or other  liens that attach to the
Premises as a result of Buyer's activities at the Premises.

A. Purchase Price Adjustments

a) Not later  than sixty (60) days  following  the  Closing  Date,  Buyer  shall
prepare and deliver to Seller a statement (the "True Up Balance Sheet"), setting
forth,  as of the opening of business  on the Closing  Date,  the Assets and the
Assumed Liabilities,  determined in each case consistently with the Closing Date
Balance Sheet. In connection with preparing the True Up Balance Sheet, the Buyer
shall also  calculate (i) the "Cash  Amount,"  which shall be an amount equal to
the net value of the Assets  less the dollar  amount of  liabilities  associated
with  Assumed  Liabilities  and less  $1,000,000,  and (ii)  the  amount  of any
payment,  if any,  due to Seller or Buyer,  pursuant  to the  remainder  of this
Section  4.3(a).  To the extent that Seller  shall so request,  Seller  shall be
entitled to observe  Buyer's  preparation of the True Up Balance  Sheet.  To the
extent that the Cash Amount as calculated  by the Buyer in accordance  with this
Section  4.3(a) shall be in excess of the Closing Date Payment,  the  difference
(the "Final Payment Amount") shall be remitted by Buyer to Seller in cash within
ten (10) days of the  delivery  of the True Up  Balance  Sheet and the  Purchase
Price shall be increased by the amount of Final Payment  Amount.  Alternatively,
to the  extent  that the Cash  Amount  calculated  by the Buyer is less than the
Closing Date Payment,  the difference (the "Refund Amount") shall be remitted by
the Seller to the Buyer in cash within ten (10) days of the delivery of the True
Up Balance Sheet to Seller, and the Purchase shall be decreased by the amount of
the Refund Amount.

a) If Seller  disputes the  existence of all or part of the Refund Amount or the
amount of the Purchase  Price, as adjusted  pursuant to Section  4.3(a),  Seller
shall, prior to the expiration of ten (10) days following receipt of the True Up
Balance Sheet deliver a notice to Buyer (the "Demand Notice") together with cash
in an amount equal to any undisputed  portion of the Refund Amount,  if any. The
Demand Notice shall contain a description,  in reasonable detail,  setting forth

                                       11
<PAGE>

Seller's  objection to the Refund  Amount and the Purchase  Price  determined by
Buyer, the basis of which objections shall be limited to the application of GAAP
and the procedures and  conventions  utilized in connection with the preparation
of the Closing  Date Balance  Sheet,  as set forth in the  supporting  schedules
thereto,  to the True Up  Balance  Sheet and the  Assets  and the  amount of the
Assumed  Liabilities  reflected thereon.  Within ten (10) days of receipt of the
Demand Notice, Buyer shall submit to the managing partner of the Houston,  Texas
office of KPMG Peat Marwick, a national firm of independent public  accountants,
or his or her  designee  (who  need not be a member  or  employee  of KPMG  Peat
Marwick)  (the  "Managing  Partner")  the True Up  Balance  Sheet and the Demand
Notice,  together with details  regarding its  calculation of the Purchase Price
and the  Refund  Amount  with the  request  that  the  Managing  Partner  make a
determination regarding the proper amount to be reflected as the Purchase Price.
Each of the parties  shall supply such  additional  information  as the Managing
Partner  shall  request in connection  with his or her  determination  and shall
share,  equally,  any fees and  expenses the  Managing  Partner  shall have with
regard  thereto.  Each of the  parties  agrees  to  indemnify,  defend  and hold
harmless the  Managing  Partner and any  Affiliate of the Managing  Partner with
regard  to  any  act or  omission,  including  acts  or  omissions  constituting
negligence,  other than acts or omissions  constituting  intentional  misconduct
relating to the  activities  of the Managing  Partner and his or her  Affiliates
taken pursuant to this Section 4.3(b).  The Managing Partner shall not conduct a
physical  inventory  or  other  investigation  in  connection  with  his  or her
determinations hereunder, but shall rely, exclusively, upon documentary evidence
provided by the parties hereto. The Managing Partner shall determine, consistent
with Section 4.3(a), the appropriate  treatment of any disputed item on the True
Up Balance Sheet not later than sixty (60) days  following the submission of the
last documentary evidence to be requested by him or her pursuant to this Section
4.3(b) and shall  calculate (i) the Final Payment  Amount or Refund  Amount,  as
appropriate  and (ii) the resulting  Purchase  Price as adjusted  thereby.  Such
determination  by the  Managing  Partner  shall be final  and  binding  upon the
parties.  Notwithstanding  the equal  sharing of expenses  provided  for in this
Section  4.3(b),  the Buyer  shall bear all  reasonable  expenses of each of the
parties relating to the procedure contemplated in this Section 4.3(b), including
reasonable and documented accounting and legal fees, if the amount determined by
the Managing  Partner as the Purchase  Price as adjusted  hereby is greater than
the average of the Purchase Price  determined by Buyer and that set forth in the
Demand Notice and the Seller shall bear all such expenses in the event that such
amount  shall be less than such  average.  Any amount  owing by one party to the
other party following  compliance with this Section 4.3(b) shall be paid in cash
with five (5)  Business  Days of the  delivery  by the  Managing  Partner of his
calculation of (i) the Final Payment  Amount or Refund Amount,  if any, and (ii)
the adjusted Purchase Price.

A. Use of  Business  Names by the  Buyer.  To the  extent  that the  trademarks,
service marks,  brand names or trade,  corporate or business names (the "Names")
owned by Seller  are used by the  Business  on  stationery,  signage,  invoices,
receipts,  forms,  packaging,  advertising and promotional  materials,  product,
training  and  service  literature  and  materials,  computer  programs  or like
materials  ("Marked  Materials"),  the Buyer  may use the  Marked  Materials  in

                                       12
<PAGE>

connection with the collection of accounts  receivable,  the sale of Inventories
or the providing of notice to third parties for one year.

                                   I. ARTICLE
                      EMPLOYEES AND EMPLOYEE BENEFIT PLANS

A. Employment of Seller's Employees.

a)  Buyer  shall  have no  obligation  to hire any of the  Employees.  As to any
Employee  offered  employment  by Buyer  prior to the  Closing or for six months
thereafter,  for a period of two years  from the  Closing  Date,  Seller and the
Parent will not, and will not permit any of their Affiliates to, solicit,  offer
to employ or retain the  services  for the purpose of  engaging in any  business
competitive with the Business.  b)  Notwithstanding  any provision hereof to the
contrary,  Buyer shall not assume any  liability  of Seller in respect of any of
the  Employees  or any other  Person for  accrued  but unpaid  salaries,  wages,
vacation and sick pay or incentive  compensation  and Seller shall remain liable
therefor and shall also remain responsible for payment of any and all retention,
change in control or other  similar  compensation  or benefits  which are or may
become  payable  in  connection  with  the   consummation  of  the  transactions
contemplated by this Agreement or the Collateral Agreements.

a) Notwithstanding any other provision hereof to the contrary, it is not Buyer's
intent to assume or become  liable  with  respect to any  collective  bargaining
agreement to which Seller may be a party or that Buyer or any of its  Affiliates
recognize any collective  bargaining  unit or become subject to any agreement or
arrangement therewith.

a) From and after the Closing,  the Seller shall remain solely  responsible  for
any  and  all  Benefit  Liabilities  in  respect  of  the  Employees  and  their
beneficiaries and dependents,  relating to or arising in connection with or as a
result of (i) the  employment  or the  actual  or  constructive  termination  of
employment of any such Employee by Seller  (including,  without  limitation,  in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement or the Collateral Agreements), (ii) the participation in or accrual of
benefits or  compensation  under,  or the failure to participate in or to accrue
compensation or benefits under, any Plan or other employee or retiree benefit or
compensation plan, program, practice, policy, agreement or arrangement of Seller
or (iii) accrued but unpaid salaries,  wages, bonuses,  incentive  compensation,
vacation or sick pay or other compensation or payroll items (including,  without
limitation,  deferred  compensation) relating to such Employee's employment with
Seller.

a) Seller shall remain  solely  responsible  for the payment or  withholding  of
Taxes  relating to  employment  of the  Employees by Seller.  The parties do not
contemplate  treating  Buyer as a  "successor  employer"  within the  meaning of
Sections  3121(a)(1)  and  3306(b)(1)  of the Code with  respect to any Employee
hired by Buyer following the Closing.

                                       13
<PAGE>

a) Notwithstanding any other provision hereof to the contrary,  Seller shall not
be liable for any claim, liability,  loss, cost or expense (including attorney's
fees) arising out of or relating to (i) any Employee's  employment by Buyer,  or
(ii) Buyer's  failure to employ any  Employee in  violation of any  Governmental
Authority.

A. Welfare and Benefit Plans.

a) From and after the Closing Date,  Seller shall remain solely  responsible for
any and all Benefit Liabilities in respect of any Employee (i) under any Plan of
Seller or Parent that is an "employee  welfare benefit plan" (within the meaning
of section 3(1) of ERISA) that provides  post-employment benefits of any kind (a
"Seller  Retiree  Welfare  Plan")  or (ii)  otherwise  in  connection  with  the
provision  of, or the failure to provide,  post-employment  welfare  benefits or
coverage  to or in  respect of any such  Employee  relating  to or arising  from
Employee's employment by Seller.

a) From and after the Closing Date,  the Seller shall remain solely  responsible
for any and all Benefit  Liabilities  relating to or arising in connection  with
the requirements of section 4980B of the Code to provide  continuation of health
care  coverage  under  any Plan of  Seller  or  Parent,  including  any  Benefit
Liabilities   contemplated  in  proposed  Regulation  Section  1.162-26  et.seq.
proposed to be adopted  pursuant to the Code,  in respect of Employees and their
covered dependents.

A.  Workers  Compensation.  From and after the Closing  Date,  the Seller  shall
remain solely  responsible for any and all Benefit  Liabilities to or in respect
of any Employee relating to or arising in connection with any and all claims for
workers'  compensation  benefits  arising in  connection  with any  occupational
injury or disease occurring or existing on or prior to the Closing Date.

                                   I. ARTICLE
              DEFINITIONS, POST CLOSING COVENANTS AND MISCELLANEOUS

A. Definition of Certain Terms. The terms defined in this Section 6.1,  whenever
used in this Agreement  (including in the Schedules),  shall have the respective
meanings  indicated  below for all purposes of this  Agreement.  All  references
herein to a Section,  Article or Schedule are to a Section,  Article or Schedule
of or to this Agreement, unless otherwise indicated.

          Accounts  Receivable:  the  accounts  receivable  of  Seller  and TBDI
     reflected on the Closing Date Balance Sheet.

          Affiliate:  of a Person  means a Person that  directly  or  indirectly
     through one or more intermediaries, controls, is controlled by, or is under
     common  control with,  the first  Person.  "Control"  (including  the terms
     "controlled

                                       14
<PAGE>

          by" and "under common control with") means the possession, directly or
     indirectly, of the power to direct or cause the direction of the management
     policies of a person,  whether through the ownership of voting  securities,
     by contract or credit arrangement, as trustee or executor, or otherwise.

          Agreement:  this Asset  Purchase  Agreement,  including  the Schedules
     hereto.

          Applicable  Law:  all  currently  applicable  provisions  of  all  (i)
     constitutions,  treaties, statutes, laws (including the common law), rules,
     regulations,  ordinances,  codes or orders of any  Governmental  Authority,
     (ii)  Governmental  Approvals  and (iii)  orders,  decisions,  injunctions,
     judgments,  awards  and  decrees  of or  agreements  with any  Governmental
     Authority.

          Assets: as defined in Section 1.1.

          Assumed Liabilities: as defined in Section 2.4.

          Benefit Liabilities:  liabilities, obligations, commitments, costs and
     expenses,  including  reasonable  fees and  disbursements  of attorneys and
     other advisors, including any such expenses incurred in connection with the
     enforcement of any applicable provision of this Agreement.

          Business: as defined in the recitals hereto.

          Business Day: shall mean a day other than a Saturday,  Sunday or other
     day on which commercial  banks in Dallas,  Texas are authorized or required
     to close.

          Buyer: as defined in the preamble of this Agreement.

          Buyer Indemnitees: as defined in Section 6.2(a).

          Cash Amount: as defined in Section 4.3(a).

          Closing: the Closing as defined in Section 2.1.

          Closing Date: as defined in Section 2.1.

          Closing Date Balance  Sheet:  as defined in Section 3.1.4 and attached
     as Schedule 3.1.4.

          Closing Date Payment: as defined in Section 4.3(a).

                                       15
<PAGE>

          Code: the Internal Revenue Code of 1986, as amended.

          Collateral   Agreements:   the  agreements  and  other  documents  and
     instruments delivered by the Buyer or Seller to the other at the Closing.

          Consent: any consent, approval, authorization,  waiver, permit, grant,
     franchise,   concession,   agreement,   license,  exemption  or  order  of,
     registration,  certificate, declaration or filing with, or report or notice
     to, any Person, including but not limited to any Governmental Authority.

          Contracts: as defined in Section 3.1.6.

          Demand Notice: as defined in Section 4.3(b).

          $ or dollars: lawful money of the United States.

          Employees: as defined in Section 3.1.9.

          Environmental  Laws shall  mean any  Applicable  Laws that  require or
     relate  to the  environment  in  effect  in the  jurisdiction  in which the
     Business  is  being  conducted  or where  any of the  Assets  are  located,
     including without limitation,  the Superfund Amendments and Reauthorization
     Act of 1986,  as amended,  the  Resource  Conservation  and Recovery Act of
     1976, as amended, the Toxic Substances Control Act of 1976, as amended, the
     Federal Water Pollution Control Act Amendments of 1972, the Clean Water Act
     of  1977,  as  amended,  any  so-called   "Superfund"  or  "Superlien"  Law
     (including those already referenced in this definition),  the Comprehensive
     Environmental Response, Compensation and Liability Act of 1980, as amended,
     and the Hazardous  Transportation Act, as amended, and any other Law having
     a  similar  subject  matter.  "Environmental  Laws"  does not  include  the
     Occupational  Safety and Health  Act or any other  federal,  state or local
     law,  statute,  ordinance,  regulation or order governing  worker safety or
     workplace conditions.

          Environmental Permits: any federal,  state and local permit,  license,
     registration,  consent, order,  administrative consent order,  certificate,
     approval or other  authorization  with respect to the Seller  necessary for
     the conduct of the Business as currently  conducted under any Environmental
     Law.

          ERISA:  the  Employee  Retirement  Income  Security  Act of  1974,  as
     amended.

          Excluded Assets: as defined in Section 1.2.

          Final Payment Amount: as defined in Section 4.3(a).

                                       16
<PAGE>

          GAAP:  at any time,  generally  accepted  accounting  principles as in
     effect in the United States.

          Governmental  Approval:  any Consent  of, with or to any  Governmental
     Authority.

          Governmental Authority:  any nation or government,  any state or other
     political   subdivision   thereof,   any   entity   exercising   executive,
     legislative,   judicial,  regulatory  or  administrative  functions  of  or
     pertaining to government,  including,  without  limitation,  any government
     authority, agency, department,  board, commission or instrumentality of the
     United States, any State of the United States or any political  subdivision
     thereof, and any tribunal or arbitrator(s) of competent  jurisdiction,  and
     any self-regulatory organization.

          Hazardous  Substances" shall mean any material,  chemical,  substance,
     waste or  matter  which  (i) is  petroleum  or a  petroleum  product,  (ii)
     constitutes a hazardous  substance,  hazardous  waste,  toxic  substance or
     pollutant as such terms are defined by or pursuant to any Environmental Law
     or (iii)  is  regulated  or  controlled  as a  Hazardous  Substance,  toxic
     substance,  pollutant or other regulated or controlled material,  chemical,
     substance, waste or matter pursuant to any Environmental Law.

          Indemnified Party: as defined in Section 6.2(d).

          Indemnifying Party: as defined in Section 6.2(d).

          Inventories: as defined in Section 2.4(a)(iv).

          IRS: the Internal Revenue Service.

          Knowledge:  means,  with respect to a particular fact or other matter,
     actual  knowledge  and awareness of such fact or other matter after due and
     reasonable  inquiry.  As used  in this  Agreement,  the  phrases  "Seller's
     Knowledge,"  "Knowledge of Seller,"  "Known to Seller" and similar  phrases
     shall mean only the Knowledge of John B.  Poindexter,  Stephen P. Magee, M.
     James Levine, J. Michael Hart, Robert S. Whatley,  Larry T. Wolfe and Frank
     Klaus.

          Leased  Real  Property:  means all  interests  leased  pursuant to the
     Leases.

          Leases: as defined in Section 3.7(b).

          Liens: any lien,  mortgage,  pledge,  hypothecation,  right of others,
     claim, security interest,  encumbrance, lease, sublease, license, occupancy
     agreement,  easement,  option,  right of  first  refusal,  charge  or other
     encumbrance.

                                       17
<PAGE>

          Losses: as defined in Section 8.2(a).

          Marked Materials: as defined in Section 4.4.

          Names: as defined in Section 4.4.

          Parent: as defined in the preamble of this Agreement.

          Permitted Liens: means (i) Liens specifically  reserved against on the
     Closing  Date  Balance  Sheet or the  schedules  thereto,  to the extent so
     reserved (ii) Liens relating  exclusively to the Assumed  Liabilities which
     are not  required  to be set forth on the  Closing  Date  Balance  Sheet by
     reason of the  requirements  of Section  3.1.4 (iii)  Liens  created by the
     Buyer, (iv) Liens and rights to Liens of mechanics, warehousemen, carriers,
     repairmen  and others by  operation  of law and  incurred  in the  ordinary
     course of business,  securing  obligations not yet delinquent,  and (v) the
     rights of lessors under the Leases.

          Person:   any  natural   person,   firm,   partnership,   association,
     corporation,  company,  limited  liability  company,  limited  partnership,
     trust, business trust, Governmental Authority or other entity.

          Plan: as defined in Section 3.1.9.

          Premises: as defined in Section 4.1.4.

          Purchase Price: as defined in Section 2.2.

          Real Property: the Leased Real Property.

          Refund Amount: as defined in Section 4.3(a).

          Retained Liabilities: as defined in Section 2.6.

          Seller: as defined in the preamble of this Agreement.

          Tax: any federal, state,  provincial,  local, foreign or other income,
     alternative,  minimum,  accumulated  earnings,  personal  holding  company,
     franchise,  capital stock, net worth, capital,  profits,  windfall profits,
     gross  receipts,  value added,  sales,  use,  goods and  services,  excise,
     customs  duties,  transfer,  conveyance,  mortgage,  registration,   stamp,
     documentary,  recording, premium, severance, environmental (including taxes
     under  Section  59A of the Code),  real  property,  personal  property,  ad
     valorem, intangibles, rent, occupancy, license,  occupational,  employment,
     unemployment insurance, social security, disability, workers' compensation,
     payroll, health care, withholding,  estimated or other similar tax, duty or
     other governmental charge or assessment or deficiencies  thereof (including
     all interest and penalties  thereon and additions  thereto whether disputed
     or not).

                                       18
<PAGE>

          Tax Return: any return, report, declaration, form, claim for refund or
     information return or statement  relating to Taxes,  including any schedule
     or attachment thereto, and including any amendment thereof.

          TBDI: as defined in the recitals hereto.

          Transaction Expenses: as defined in Section 6.5.

          Transfer Taxes: as defined in Section 4.2.2.

          Treasury Regulations: the regulations prescribed pursuant to the Code.

          True Up Balance Sheet: as defined in Section 4.3(a).

A. Indemnification.

a) By Seller  and  Parent.  Subject to Section  6.2(e),  Seller and the  Parent,
jointly and severally, covenant and agree to defend, indemnify and hold harmless
the Buyer, its officers, directors, employees, agents, advisers, representatives
and Affiliates (including TBDI) (collectively, the "Buyer Indemnitees") from and
against,  and pay or reimburse  the Buyer  Indemnitees  for, any and all claims,
liabilities,   obligations,   losses,  fines,  costs,  royalties,   proceedings,
deficiencies or damages (whether absolute, accrued, conditional or otherwise and
whether or not resulting from third party claims,  but without  duplication  and
only to the extent recognizable for financial statement reporting purposes under
GAAP),   including   out-of  pocket  expenses  and  reasonable   attorneys'  and
accountants' fees incurred in the investigation or defense of any of the same or
in asserting any of their respective rights hereunder (collectively,  "Losses"),
resulting from or arising out of:

(1) the Retained Liabilities;

(1) the breach by Seller or Parent of any representation,  warranty, covenant or
agreement set forth in this Agreement or in any Collateral Agreement.

(1) except to the extent  reserved for on the Closing Date  Balance  Sheet,  any
claim  by any  third  party  arising  from the  actual  or  alleged  intentional
misconduct or gross negligence of Seller or TBDI; and

(1) except to the extent  reserved for in the Closing  Date Balance  Sheet or to
the extent  Buyer  shall  receive  indemnity  and  defense  from any third party
(including  any insurer or  manufacturer)  any claim by any third party that any
product or service provided by Seller or TBDI was or is defective.

                                       19
<PAGE>

a) By the Buyer.  The Buyer  covenants and agrees to defend,  indemnify and hold
harmless Seller, the Parent and their respective officers, directors, employees,
agents,  advisers,  representatives  and Affiliates  (collectively,  the "Seller
Indemnitees")  from and against any and all Losses resulting from or arising out
of:

(1) the breach by Buyer of any representation,  warranty,  covenant or agreement
set forth in this Agreement or in any Collateral Agreement; or

(1) the Assumed Liabilities;

(1) the use by the Buyer of any of Seller's  tradenames or trademarks  after the
Closing Date as contemplated by Section 6.5; and

(1) Buyer's use or occupation  of the Premises  (including  without  limitation,
torts  committed by Buyer or Buyer's agents while using the Premises) and use of
computer  software and files made  available to Buyer pursuant to Section 4.1.4;
and

(1) Buyer's  ownership,  operation  or use of the Assets  following  the Closing
Date, except, to the extent such Losses result from or arise out of the Retained
Liabilities or constitute Losses for which the Seller and Parent are required to
indemnify the Buyer Indemnitees under Section 6.2(a).

a) Adjustments to  Indemnification  Payments.  Any payment made by Seller or the
Parent to the Buyer Indemnitees,  on the one hand, or by the Buyer to the Seller
Indemnitees,  on the other hand,  pursuant to this Section 6.2 in respect of any
claim  shall  be net of any  insurance  proceeds  realized  by and  paid  to the
Indemnified  Party in respect of such claim. The Indemnified Party shall use its
reasonable  efforts to make insurance  claims relating to any claim for which it
is seeking  indemnification  pursuant to this  Section  6.2;  provided  that the
Indemnified  Party shall not be obligated to make such an insurance claim if the
Indemnified Party in its reasonable  judgment believes that the cost of pursuing
such an insurance  claim together with any  corresponding  increase in insurance
premiums or other  chargebacks  to the  Indemnified  Party,  as the case may be,
would exceed the value of the claim for which the  Indemnified  Party is seeking
indemnification.

a)  Indemnification  Procedures.  In the case of any claim  asserted  by a third
party against a party  entitled to  indemnification  under this  Agreement  (the
"Indemnified  Party"),  notice  shall be given by the  Indemnified  Party to the
party required to provide  indemnification  (the "Indemnifying  Party") promptly
after  such  Indemnified  Party has  actual  knowledge  of any claim as to which
indemnity may be sought, and the Indemnified Party shall permit the Indemnifying
Party (at the expense of such  Indemnifying  Party) to assume the defense of any
claim or any litigation resulting  therefrom,  provided that (1) the counsel for
the Indemnifying Party who shall conduct the defense of such claim or litigation
shall be reasonably  satisfactory to the Indemnified Party, (ii) the Indemnified

                                       20
<PAGE>

Party may participate in such defense at such Indemnified  Party's expense,  and
(iii) the omission by any  Indemnified  Party to give notice as provided  herein
shall not relieve the Indemnifying Party of its indemnification obligation under
this Agreement  except to the extent that such omission  results in a failure of
actual  notice  to  the  Indemnifying  Party  and  such  Indemnifying  Party  is
materially  damaged as a result of such failure to give notice.  Except with the
prior written  consent of the Indemnified  Party, no Indemnifying  Party, in the
defense of any such claim or litigation,  shall consent to entry of any judgment
or enter into any settlement  that provides for injunctive or other  nonmonetary
relief  affecting  the  Indemnified  Party  or  that  does  not  include  as  an
unconditional  term  thereof the giving by each  claimant or  plaintiff  to such
Indemnified  Party of a release from all liability with respect to such claim or
litigation.  In the  event  that  the  Indemnified  Party  shall  in good  faith
determine   that  the   conduct  of  the   defense  of  any  claim   subject  to
indemnification  thereunder or any proposed  settlement of any such claim by the
Indemnifying Party might be expected to affect adversely the Indemnified Party's
Tax liability or the ability of the Buyer to conduct its  business,  or that the
Indemnified Party may have available to it one or more defenses or counterclaims
that are  inconsistent  with one or more of those that may be  available  to the
Indemnifying Party in respect of such claim or any litigation  relating thereto,
the Indemnified  Party shall have the right at all times to take over and assume
control over the defense, settlement, negotiations or litigation relating to any
such  claim at the sole cost of the  Indemnifying  Party,  provided  that if the
Indemnified  Party does so take over and assume control,  the Indemnified  Party
shall not settle such claim or  litigation  without  the written  consent of the
Indemnifying Party, such consent not to be unreasonably  withheld.  In the event
that the  Indemnifying  Party does not accept the defense of any matter as above
provided,  the Indemnified Party shall have the full right to defend against any
such  claim or demand  and shall be  entitled  to settle or agree to pay in full
such claim or demand.  In any event, the Indemnifying  Party and the Indemnified
Party shall cooperate in the defense of any claim or litigation  subject to this
Section 6.2 and the records of each shall be available to the other with respect
to such defense.

a) Limits of  Liability.  The Seller and Parent  shall have no  liability  under
Section 6.2(a)(ii) for any breach of Seller's representations and warranties set
forth in Section  3.1 except to the extent  that  Losses  suffered  by the Buyer
Indemnitees  shall exceed  $200,000 in the aggregate but only to the extent that
such Losses are less than the sum of (i) one-half of the Purchase Price and (ii)
$200,000.  The foregoing  provisions  of this Section  6.2(e) shall not have the
effect of limiting Buyer's right to indemnity under Section 6.2(a)(i),  (iii) or
(iv).

a) Time Limitation.  All claims for indemnification  under clause (i) of Section
6.2(a) or clause (i) of Section  6.2(b) must be  asserted  within 30 days of the
termination of the respective survival periods set forth in Section 6.3.

a) Treatment of the Parent and Seller. For the purposes of this Section 6.2, the
rights,  duties and  obligations of the Parent and Seller (and their  respective
successors, heirs and assigns) shall be joint and several, and the action of one

                                       21
<PAGE>

of them, or notice to or from one of them,  shall be the action of, notice to or
from and binding upon the other for all purposes.  No dissolution,  liquidation,
winding up or any other  action of Seller  shall have the effect of limiting the
rights,  duties or  obligations  of Buyer or the Buyer  Indemnitees  under  this
Section 6.2 with respect to Seller or the Seller  Indemnitees,  who, in any such
circumstance,  shall  continue  to consist  of the Parent and Seller  (and their
respective successors, heirs and assigns.)

a) EXPRESS  NEGLIGENCE.  WITHOUT  EXPANDING THE INDEMNITIES  PROVIDED BY SECTION
6.2(a) AND (b) ABOVE,  THE PARTIES  UNDERSTAND  THAT  INDEMNIFICATION  MAY EXIST
THEREUNDER  FOR LOSSES  WHICH ARISE IN PART AS A RESULT OF THE ACTUAL OR ALLEGED
NEGLIGENCE OF AN INDEMNIFIED  PARTY. THE FOREGOING  SENTENCE IS INCLUDED IN THIS
AGREEMENT FOR THE PURPOSE OF COMPLYING WITH THE EXPRESS NEGLIGENCE  DOCTRINE AND
SHALL NOT BE CONSTRUED TO MODIFY THE OBLIGATIONS OF THE PARTIES.

A. Survival of  Representations  and  Warranties  etc. The  representations  and
warranties  contained in this Agreement shall survive the execution and delivery
of this Agreement, any examination by or on behalf of the parties hereto and the
completion  of the  transactions  contemplated  herein,  but only to the  extent
specified below:

a) the representations and warranties  contained in Sections 3.1.1, 3.1.2, 3.1.5
and 3.1.6 and Section 3.2 shall survive without limitation.

a) except as provided in clause (a) above,  the  representations  and warranties
contained in Section 3.1 shall not survive the first  anniversary of the Closing
Date.

A. Dispute Resolution.  Any dispute, claim or controversy (other than a dispute,
claim or  controversy  solely  between  Seller and the Parent)  arising from, or
relating  to,  or in  connection  with  this  Agreement,  its  validity,  or its
performance or nonperformance,  including disputes, claims, or controversies for
tortious interference or other tortious or statutory claims, providing only that
such  dispute,  claim,  or  controversy  touches  upon  matters  covered by this
Agreement (a "Dispute"  for the purposes of this  Article),  shall be settled by
the  procedures  of  this  Article,  and  not by  litigation  or  administrative
procedure before the courts or administrative  bodies of any jurisdiction except
to the extent that resolution  thereof is provided for in Section 4.3, whereupon
such section shall control.

1.  Statement of  Positions.  In the event of a Dispute,  each party shall first
promptly provide the others with a general written statement of its claim(s) and
position(s).  This statement  shall indicate that it is the first statement of a
formal  dispute  resolution  process  under this  Agreement.  The other party or
parties shall have 14 days to respond in writing. The statement or response need

                                       22
<PAGE>

not be  complete  and will  not  limit  the  claims  of a party  in any  further
procedure.  If the parties cannot  resolve by negotiation  the Dispute within 14
days of receipt  of any  response,  a party may  proceed as set forth in Section
6.4.2 through 6.4.4 below.

1.  Negotiation  Procedures.  Within  one  month of the time of the  failure  to
resolve the dispute using the procedure  set out in Section  6.4.1,  the parties
shall meet in Houston,  Texas to attempt to reach a resolution of the matter and
set forth that  resolution  in  writing.  At least one  person  from each of the
parties (an "Authorized  Person") shall have the authority to settle the Dispute
and to execute a writing to that effect without seeking  further  instruction or
authorization.

1.  Mediation  Resolution  Procedure.  If the parties  cannot  resolve a Dispute
pursuant to Sections 6.4.1 through 6.4.2,  the parties shall,  within 21 days of
such  failure,  commence  mediation  by notice of  selection  of a third  party,
neutral  mediator and  proposed  time(s) and date(s) for the  mediation.  If the
other party does not propose an alternative  mediator,  then the mediation shall
occur  before the first  person  proposed.  If the other  party does  propose an
alternative  mediator,  then the two proposed  mediators shall promptly  jointly
select a third, neutral party to act as the sole mediator. If the Parties cannot
agree  among  themselves  on a proposed  mediator,  then the  mediator  shall be
selected,  and the  mediation  conducted,  under  the  then-existing  Commercial
Mediation Rules of the American  Arbitration  Association ("AAA"). The mediation
shall take place in Houston,  Texas and mediator fees shall be equally shared by
Buyer and the Parent.  If the  mediation  resolves the Dispute,  the  resolution
shall be  memorialized  in writing.  If the parties  cannot  resolve the Dispute
through  mediation,  any party may  terminate  mediation.  Upon  termination  of
mediation,  the  parties  may submit the  Dispute to binding  arbitration  under
Section  6.4.4 below.  Each party shall be  represented  at any  mediation by at
least one Authorized Person.

1. Binding  Arbitration.  If the parties  cannot  resolve a Dispute  pursuant to
Sections 6.4.1 through 6.4.3 above, the Dispute shall be resolved by arbitration
in Houston, Texas as follows:

a) AAA Rules Apply. The arbitration shall be under the then existing  Commercial
Arbitration Rules of the AAA.

a) Arbitrators.  The parties shall attempt to agree on a single  arbitrator.  If
they cannot so agree,  Buyer shall name one arbitrator and Seller shall name one
neutral  arbitrator,  and the two arbitrators shall jointly name a third neutral
arbitrator.  Before the  appointment  of a third  arbitrator,  the  parties  may
communicate ex parte with the party-named  arbitrators in order to ascertain any
conflicts of interest,  to provide  information about the subject matters of the
controversy,  the  parties,  and any  counsel or  arbitrators  involved  and the
parties may communicate  directly (i.e., not through the AAA administrator) with

                                       23
<PAGE>

the  arbitrator(s)  using the same procedures  under which it would be proper to
communicate  with a judge and a  decision  of any two of the  three  arbitrators
shall bind the parties in all matters hereunder.

a) Discovery.  The parties shall be permitted to engage in reasonable discovery,
including  requests for  production  of relevant  documents  and other  tangible
evidence at a time  reasonably  prior to the  arbitration  hearing.  Depositions
shall be allowed by the arbitrator or arbitrators on a showing of need.

a)  Administration  and Hearing.  The arbitration  hearing shall be conducted in
Houston, Texas.

a) Award. The arbitrator's award shall be final.  Judgment upon any award by the
arbitrator may be entered by the state or federal district courts located in any
court having jurisdiction over the parties.

a) Cost and  Expenses.  The  prevailing  party in any  arbitration  contemplated
pursuant to this Section  6.4.4 shall be entitled to receive,  as  determined by
the  arbitrator in such action,  reasonable  attorneys fees and costs related to
such arbitration,  to the extent so related.  Notwithstanding the foregoing, the
arbitrator shall not be compelled to determine a prevailing  party, and no award
of attorneys  fees and expenses shall be made absent such a  determination.  The
arbitrator may make partial awards of attorneys fees and expenses.

A. Expenses.  Except as specifically  provided herein, Seller and the Parent, on
the one hand,  and the Buyer,  on the other  hand,  shall bear their  respective
expenses,  costs  and  fees  (including  attorneys',   auditors'  and  financing
commitment  fees) in  connection  with  the  transactions  contemplated  hereby,
including  the  preparation,  execution  and  delivery  of  this  Agreement  and
compliance herewith (the "Transaction Expenses").

A.  Relationship  of Parent.  The Parent's  obligations  hereunder are set forth
herein by specific  reference to Parent only, and no other obligations of Parent
shall be implied or inferred by its execution and delivery hereof.

A.  Severability.  If any  provision of this  Agreement,  including  any phrase,
sentence,  clause, Section or subsection is inoperative or unenforceable for any
reason,  such circumstances shall not have the effect of rendering the provision
in question  inoperative or unenforceable in any other case or circumstance,  or
of  rendering  any other  provision  or  provisions  herein  contained  invalid,
inoperative, or unenforceable to any extent whatsoever.

A. Notices.  All notices,  requests,  demands,  waivers and other communications
required or permitted to be given under this  Agreement  shall be in writing and
shall be deemed to have been duly given if (a) delivered  personally or (b) sent
by  reputable  next-day  or  overnight  mail  or  delivery,  proof  of  delivery
requested.

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<PAGE>

(1)                        if to the Buyer to,

                                    L. D. Brinkman & Co. (Texas), Inc.
                                    1655 Waters Ridge
                                    Lewisville, TX 75057
                                    Attention:  Chief Executive Officer

                           with a copy to:

                                    Jackson Walker, L.L.P.
                                    901 Main Street, Suit 6000
                                    Dallas, Texas  75202
                                    Attention: Jeffrey M. Sone, Esq.

(1)                                 if to Seller or Parent,

                                    Lowy Group, Inc.
                                    c/o J.B. Poindexter & Co., Inc.
                                    1100 Louisiana Street, Suite 5400
                                    Houston, Texas  77002
                                    Attn:  Stephen Magee and John Poindexter

                           with a copy to:

                                    Mayer, Brown & Platt
                                    700 Louisiana Street, Suite 3600
                                    Houston, Texas 77002
                                    Attention:  Paul B. Clemenceau, Esq.

or, in each case,  at such other  address as may be  specified in writing to the
other parties hereto.

         All such notices,  requests,  demands, waivers and other communications
shall be deemed to have been  received  (w) if by  personal  delivery on the day
after such delivery, or (x) if by next-day or overnight mail or delivery, on the
day delivered.

A. Miscellaneous.

1.  Headings.  The  headings  contained  in this  Agreement  are for purposes of
convenience  only and shall not affect the  meaning  or  interpretation  of this
Agreement.

1. Entire  Agreement.  This Agreement  (including the Schedules  hereto) and the
Collateral  Agreements  (when  executed  and  delivered)  constitute  the entire

                                       25
<PAGE>

agreement and supersede all prior  agreements and  understandings,  both written
and oral,  between the parties with  respect to the subject  matter  hereof.

2. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which shall together constitute one
and the same instrument.

1.  Governing  Law,  etc.  This  Agreement  shall be governed  in all  respects,
including as to validity, interpretation and effect, by the internal laws of the
State of Texas,  without  giving  effect to the  conflict of laws rules  thereof
without  modifying  the  provisions  of Section 6.4.  The Buyer,  the Parent and
Seller hereby  irrevocably submit to the jurisdiction of the courts of the State
of Texas and the Federal  courts of the United States of America  located in the
State of Texas and the City of  Houston,  County of Harris  solely in respect of
the  interpretation  and  enforcement of the provisions of this Agreement and of
the documents referred to in this Agreement,  and hereby waive, and agree not to
assert, as a defense in any action, suit or proceeding for the interpretation or
enforcement  hereof or of any such document,  that it is not subject  thereto or
that such action,  suit or proceeding may not be brought or is not  maintainable
in said  courts or that the venue  thereof may not be  appropriate  or that this
Agreement or any of such document may not be enforced in or by said courts,  and
the parties hereto irrevocably agree that all claims with respect to such action
or  proceeding  shall be heard and  determined  in such a Texas State or Federal
court.  The Buyer,  the Parent and Seller  hereby  consent to and grant any such
court  jurisdiction  over the person of such parties and over the subject matter
of any such  dispute  and agree that  delivery  of  process  or other  papers in
connection  with any such action or proceeding in the manner provided in Section
6.8,  or in such other  manner as may be  permitted  by law,  shall be valid and
sufficient service thereof.

1. Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the parties  hereto and their  respective  heirs,  successors  and  permitted
assigns.

1. Assignment.  This Agreement shall not be assignable or otherwise transferable
by any party hereto without the prior written consent of the other party hereto,
provided  that the Buyer may assign  this  Agreement  to any direct or  indirect
wholly owned subsidiary of the Buyer.

1. No Third Party Beneficiaries.  Except as provided in Section 6.2 with respect
to indemnification of Indemnified  Parties hereunder,  nothing in this Agreement
shall confer any rights upon any person or entity other than the parties  hereto
and their respective heirs,  successors and permitted assigns.  Without limiting
the  generality  of  the  foregoing,  no  provision  of  this  Agreement  or any
Collateral  Agreement  shall  constitute  an  offer,  guaranty  or  contract  of
employment.

1.  Amendment;  Waivers,  etc. No amendment,  modification  or discharge of this
Agreement,  and no waiver hereunder,  shall be valid or binding unless set forth

                                       26
<PAGE>

in writing  and duly  executed-by  the party  against  whom  enforcement  of the
amendment,  modification,  discharge or waiver is sought.  Any such waiver shall
constitute a waiver only with respect to the specific  matter  described in such
writing and shall in no way impair the rights of the party  granting such waiver
in any other  respect  or at any other  time.  Neither  the waiver by any of the
parties  hereto of a breach of or a default under any of the  provisions of this
Agreement,  nor the failure by any of the parties, on one or more occasions,  to
enforce any of the  provisions  of this  Agreement  or to exercise  any right or
privilege  hereunder,  shall be  construed  as a waiver of any  other  breach or
default of a similar nature, or as a waiver of any of such provisions, rights or
privileges hereunder. The rights and remedies herein provided are cumulative and
are not exclusive of any rights or remedies that any party may otherwise have at
law or in equity.  Except as provided in Section 3.1.8,  the rights and remedies
of  any  party  based  upon,  arising  out of or  otherwise  in  respect  of any
inaccuracy or breach of any representation,  warranty,  covenant or agreement or
failure to fulfill any condition shall in no way be limited by the fact that the
act,  omission,  occurrence  or other state of facts upon which any claim of any
such  inaccuracy or breach is based may also be the subject  matter of any other
representation,  warranty,  covenant  or  agreement  as  to  which  there  is no
inaccuracy or breach. The  representations and warranties of Seller shall not be
affected or deemed waived by reason of any investigation made by or on behalf of
the Buyer  (including but not limited to by any of its advisors,  consultants or
representatives)  or by  reason  of the  fact  that  the  Buyer  or any of  such
advisors, consultants or representatives knew or should have known that any such
representation or warranty is or might be inaccurate.



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                                       27
<PAGE>




         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                       L. D. BRINKMAN & CO. (TEXAS), INC.


                       By:
                       Name:
                       Title:




                       LOWY GROUP, INC.


                       By:
                       Name:
                       Title:


                        J.B. POINDEXTER & CO., INC.


                        By:
                        Name:
                        Title: