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                                EXHIBIT NO. 10.31

       SELECTED PROVISIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT

                   FILED WITH THE COMMISSION ON MARCH 3, 1997




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TERMS OF THE SALE AGREEMENT

                  The following is a summary, is not complete and is qualified
in its entirety by reference to the copy of the Sale Agreement included as
Appendix C to this Proxy Statement, which stockholders are urged to read in its
entirety. Capitalized terms used but not defined herein shall have the meaning
set forth in the Sale Agreement.

                  Pursuant to the terms of the Sale Agreement, in consideration
of the transfer to the Buyer of all of the business and assets of the Thread
Division, other than Excluded Assets, as defined, the Buyer has agreed to pay
$54,924,200 in cash (the "Purchase Price"), subject to adjustment, and to assume
the liabilities of the Sellers related to the Thread Division and the assets
transferred, other than Excluded Liabilities, as defined. The liabilities to be
assumed by the Buyer include certain environmental and long-term liabilities
estimated by the Company to be approximately $6,900,000, as well as certain
current, contingent and other liabilities.

                  The Purchase Price (subject to adjustment as described below)
is payable at the Closing as follows: (i) an amount required to release the
Acquired Assets from the lien securing the Company's bank indebtedness shall be
paid to the holders of such indebtedness, which amount would have been
$36,929,000 in principal plus $20,000 in accrued interest if the Closing had
occurred on December 31, 1996, (ii) $3.0 million shall be paid to the Escrow
Agent to be held to secure the Company's indemnification obligations to the
Buyer described below, and (iii) the balance of the Purchase Price shall be paid
to the Company. The amount held in escrow shall be reduced to $1,500,000 at the
expiration of nine months from the Closing, and the escrow shall be terminated
eighteen months after the Closing, in each case, assuming no claims have been
made thereon by the Buyer. A dollar-for-dollar post-Closing Purchase Price
adjustment will be made to the extent of changes in the Thread Division's
Working Capital, as defined, from September 30, 1996 through the Closing. The
amount of any such post-Closing Purchase Price adjustment is not limited. The
Company estimates that if the Closing of the Sale Transaction had occurred on
January 24, 1997, the post-Closing Purchase Price adjustment would have resulted
in a decrease in the Purchase Price of approximately $582,000, resulting from a
decrease in the Thread Division's working capital from September 30, 1996 to
such date. Because there would have been an approximately equivalent increase of
cash remaining in the Company (which will not be transferred to the Buyer)
resulting from such decrease in the Thread Division's working capital, the
Company estimates that such post-Closing Purchase Price adjustment as of January
24, 1997, would not have had a material effect on the post-Closing pro forma
balance sheet of the Company as of such date.

                  The closing of the Sale (the "Closing") is scheduled to occur
three business days after the satisfaction of the conditions to Closing. The
obligations of the parties to consummate the Sale were subject to the expiration
or termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), which waiting period was
terminated on December 23, 1996, and are subject to certain customary conditions
such as the material accuracy of representations and warranties in the Sale
Agreement and the performance of the covenants set forth therein. The
obligations of Hicking Pentecost and the Buyer to consummate the Sale were
subject to the successful completion of the Placing and Open Offer and the
admission of the Stock Units to the official list of the LSE and the approval of
the Sale and the HP Financing (and related 



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matters) by the requisite vote of the holders of the outstanding ordinary shares
of Hicking Pentecost, all of which have occurred (see "Certain Information
Concerning Hicking Pentecost and the HP Financing"). The obligations of Hicking
Pentecost and the Buyer to consummate the Sale are subject to the approval of
the Sale by a majority of the Company's stockholders (which approval Noel, the
holder of 76.3% of the Capital Stock, has irrevocably agreed to give, see "The
Meeting") and the condition that the opinion of Bridgeford shall not have been
modified or withdrawn.

                  Assets and Liabilities to be Transferred. The assets to be
transferred to the Buyer include all tangible and intangible assets of the
Thread Division with the exception of the Excluded Assets. Excluded Assets
include, among other assets, the business, assets and properties of, or
exclusively relating to, the Button Division; the real property, leases of real
property and all other interests in the real property of the Company, together
with all buildings, improvements, fixtures and all other appurtenances thereto,
located at or otherwise relating to (i) 520 Reese Street, Emporia, Virginia,
(ii) 30-40 Echo Lake Road, Watertown, Connecticut, (iii) Route 12, Village of
Grosvenordale, Thompson, Connecticut, (iv) 94, 107 and 112 Providence Street,
Putnam, Connecticut, (v) 523-525 52nd Street, West New York, New Jersey and (vi)
the Company's corporate headquarters in New York, New York (including all
furniture, fixtures, computer equipment and other assets located at the
Company's corporate headquarters and not primarily used by employees who will
continue as employees of the Buyer after the sale); the capital stock of, all
cash and marketable securities held by, and all corporate records relating to,
the Sellers and all rights under contracts exclusively between or among the
Sellers; all assets held in connection with employee benefit plans (other than
the Company's 401(k) plan); and all rights, claims and insurance policies
related to the Excluded Assets or the Excluded Liabilities.

                  Assumed Liabilities include all liabilities and obligations of
any Seller, known or unknown, arising out of the business of the Thread Division
or the Acquired Assets including, among others, all liabilities related to any
litigation, claims, contracts, or environmental laws relating to the Acquired
Business or the Acquired Assets, other than Excluded Liabilities. As discussed
below, all liabilities related to the matters described under the heading
"Business of the Company - Legal Proceedings - Environmental Matters" are
Excluded Liabilities and are therefore not included as Assumed Liabilities. The
Buyer may seek indemnification from the Sellers to the extent that certain of
the Assumed Liabilities exceed the amounts with respect thereto reflected or
reserved on the Thread Division's September 30, 1996 balance sheet, which
indemnification is subject to certain limitations including, among others, a
$3,000,000 limit on Sellers' aggregate indemnification obligation (other than
with respect to Excluded Liabilities), as more particularly described below. The
Sellers' indemnification obligations with respect to Excluded Liabilities or
Excluded Assets are not limited in amount and do not terminate.

                  Excluded Liabilities include, among other liabilities,
liabilities related to the Excluded Assets (including environmental liabilities
relating to the Excluded Assets); liabilities related to the disposal at
specified superfund waste disposal sites prior to the Closing; liabilities that
in accordance with generally accepted accounting principles were required to
have been, but were not, in any amount, reflected or reserved for on the Thread
Division's September 30, 1996 balance sheet; liabilities related to taxes
attributable to taxable periods ending at or prior to the Closing and not taken
into account as current liabilities for purposes of determining the working
capital of the Acquired Business; any liability relating to indebtedness or
guarantee of any Seller other than indebtedness in the principal amount of
approximately $72,000 owed by the Company's subsidiary Danfield Threads, Inc.
("Danfield") to the State of Connecticut Department of Economic Development (the
"CDA") under the Assistance Agreement dated as of November 19, 1993 between
Danfield and the CDA; any 



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liabilities of any Seller to affiliates, other than the Company's liabilities
and obligations under the consulting agreement dated June 30, 1994 between the
Company and Robert Hegan, Vice President of Danfield; liabilities under the WARN
Act, if any, with respect to employee terminations effected by the Sellers;
liabilities related to specified litigation or potential litigation; liabilities
of a type recorded by any of the Sellers as a corporate or intercompany
liability, including tax compliance costs, consultant, brokerage or actuary fees
and insurance premiums, other than such liabilities and obligations to the
extent shown on the Thread Division's September 30, 1996 balance sheet; pension,
liabilities, or similar obligations to any employee or retired employee under
any pension or similar plan, or any medical, life or long-term disability
self-insurance program or plan of any Seller (other than post-retirement medical
and life insurance plans with respect to specified employees and retirees of the
Thread Division); workers compensation and medical insurance for any event prior
to the Closing (other than post-retirement medical and life insurance plans with
respect to specified employees and retirees of the Thread Division); liabilities
under the Company's 1994 Incentive Program, as amended, and audit, legal and
financial adviser fees payable by any Seller. Excluded Liabilities also include
all matters described under the heading "Business of the Company--Legal
Proceedings--Environmental Matters" below and all liabilities which relate to
the business (other than the Thread Division) conducted by the Company prior to
the Closing or to discontinued operations of the Company (which liabilities
include liabilities relating to the Company's Button Division and to the
Company's discontinued Home Furnishings Division).

                  Reference is made to Sections 1(b) and (d) of the Sale
Agreement, a copy of which is included as Appendix C, for a more detailed
description of the terms "Excluded Assets" and "Excluded Liabilities". The
retention of Excluded Liabilities could have a negative effect on the value of
the Company's ongoing business.

                  All liabilities which were required by generally accepted
accounting principles to be reflected or reserved for in the financial
statements of the Company on Form 10-Q for the quarter ended September 30, 1996,
and on the September 30, 1996, balance sheet of the Thread Division, were so
reflected or reserved.

                  Representations and Warranties. The Sale Agreement contains
various representations and warranties of the Sellers including, among others,
representations and warranties related to organization and similar corporate
matters; authorization, performance, enforceability and related matters; the
accuracy of financial statements and other financial information provided to the
Buyer; undisclosed liabilities; taxes; litigation; ownership, condition and
title to assets and properties; accounts receivables and inventories; contracts;
employee benefit plans; absence of changes; compliance with applicable laws and
environmental matters; licenses and permits; employee and labor relations; the
use of corporate names; the Bridgeford fairness opinion; the disclosure in the
Sale Agreement regarding representations and warranties of the Sellers;
intercompany services; and the accuracy of information to be contained in this
Proxy Statement.

                  The Sale Agreement contains various representations and
warranties of the Buyer and Hicking Pentecost including, among others,
representations and warranties related to organization and similar corporate
matters; authorization, performance, enforceability and related matters;
ownership of the Buyer; the required vote of the shareholders of Hicking
Pentecost to approve the transactions set forth in the Sale Agreement, the
Placing and Open Offer and related matters (the "Hicking Pentecost Shareholder
Vote"); the execution of an underwriting agreement with respect to the Placing
and Open Offer; the ability of Hicking Pentecost to consummate the transactions
set forth in the Sale Agreement 




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assuming the successful completion of the Placing and Open Offer; and the
accuracy of certain information regarding Hicking Pentecost and the Buyer to be
contained in this Proxy Statement.

                  The representations and warranties survive the Closing for a
period of two years.

                  No Solicitation. Pursuant to the Sale Agreement, each of the
Sellers has agreed that, prior to the Closing, it will not, nor will it permit
any of its respective officers, directors, stockholders or other representatives
to, directly or indirectly, encourage, solicit, initiate or participate in
discussions or negotiations with or provide any information or assistance to,
any corporation, partnership, person, or other entity or group (other than the
Buyer, Hicking Pentecost or their representatives) regarding any merger or sale
or disposition of securities or assets or similar transaction involving any
Seller, or assist or participate in, facilitate or encourage any effort or
attempt by any other person to do any of the foregoing (other than sales of
inventory in the ordinary course of business consistent with past practice and
other than any such transaction to acquire solely the assets of the Button
Division).

                  Covenants. Pursuant to the Sale Agreement, the Sellers have
agreed, among other things, that prior to the Closing, the Sellers (i) will give
the Buyer and its representatives, employees, counsel, and accountants access to
the personnel and records of the Thread Division, (ii) will carry on the
business of the Thread Division in the ordinary course consistent with past
practice and will not authorize or agree to any action which would render the
Sellers' representations or warranties untrue or incorrect or result in any of
the conditions to Closing not being satisfied; (iii) will use all reasonable
efforts to keep all insurance policies in effect and, at the Closing, will
assign any rights thereunder to the Buyer to the extent such rights cover claims
relating to Assumed Liabilities; (iv) will notify Buyer of any material
supplements or amendments to the schedules to the Sale Agreement or the
commencement of any litigation, (v) will forward monthly financial statements to
Buyer, (vi) will use all reasonable efforts to obtain all consents, effect all
required filings, and, at the Closing, will transfer applicable governmental
permits, and will cause certain assets to be transferred to Sellers; (vii) at
the Closing, will assign all rights under executed confidentiality agreements to
the Buyer to the extent assignable and thereafter will keep information with
respect to the Thread Division confidential and will not solicit the employment
of any of the employees of the Acquired Business, in each case as provided in
the confidentiality agreement executed with Hicking Pentecost; (viii) will
promptly file this Proxy Statement with the Securities and Exchange Commission
and will use all reasonable efforts to hold a meeting of the Company's
stockholders for consideration of the Sale as soon as practicable; (ix) will
change their respective corporate names to cease the use of any of the names
"Belding", "Culver", "Danfield", "Heminway", "Bartlett", "Corticelli", or
"Robinson"; and (x) will fully vest those employees who will continue as
employees of the Buyer after the Sale in their benefits under the Company's
savings plan .

                  Pursuant to the Sale Agreement, Hicking Pentecost and the
Buyer have agreed, among other things that prior to Closing, Hicking Pentecost
and the Buyer shall (i) use all reasonable efforts to call a meeting of Hicking
Pentecost's shareholders for the purpose of obtaining the Hicking Pentecost
Shareholder Vote and, subject to the accuracy of the Sellers' representations
and warranties in the Sale Agreement, cause the Board of Directors of Hicking
Pentecost to recommend unanimously such matters to the Hicking Pentecost
shareholders for approval; (ii) use all reasonable efforts to cause the Hicking
Pentecost Shareholder Vote to be obtained and the underwritten equity offering
to be successfully completed as soon as practicable and keep the Company
apprised of the status thereof; (iii) not authorize or agree to take any action
which would render its representations or warranties materially untrue or
incorrect or result in the conditions to Closing not being satisfied; (iv)
maintain 



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the terms of the confidentiality agreement executed with the Company; (v) make
certain required filings in the State of Connecticut; and (vi) follow certain
procedures relating to certain environmental matters.

                  The Sale Agreement also contains mutual covenants relating to
the use of reasonable efforts by both parties to complete the Sale; cooperation;
publicity; filings under the HSR Act; the delivery of records by the Sellers;
the continued employment of certain employees and the continuation of certain
employee compensation, benefit and severance plans for a period of one year from
the Closing; the establishment of a profit sharing plan within the meaning of
Section 401(k) of the Code by the Buyer; tax indemnification; indemnification
with respect to breaches of representations, warranties, covenants or
agreements; and indemnification by the Sellers with respect to all Excluded
Liabilities and, subject to the limitations as to time and amount discussed
below with respect to Assumed Liabilities to the extent such Assumed Liabilities
(i) exceed the amount, if any, reflected or reserved in respect thereof on the
Thread Division's September 30, 1996 balance sheet, (ii) relate to the
assessment and remediation of the specified environmental conditions, but only
to the extent that the aggregate cost thereof is in excess of $735,000, and
(iii) arise out of or relate to any litigation or claims with respect to the
Acquired Business; and indemnification by the Buyer and the Parent with respect
to Assumed Liabilities (but only to the extent the Sellers' are not obligated to
indemnify the Buyer against such Assumed Liabilities). The Sellers'
indemnification obligations for losses, except for losses relating to Excluded
Liabilities, are limited as follows: the total indemnification shall not exceed
$3,000,000; only losses of $20,000 or more may be submitted for indemnification;
and no indemnification shall be made until the aggregate amount of losses equal
$200,000 (provided that the Sellers shall be liable from the first dollar of
such losses in the event the aggregate of such losses exceeds such amount). The
indemnification obligations of the Buyer and Hicking Pentecost are similarly
limited except that losses relating to Assumed Liabilities (but only to the
extent the Sellers' are not obligated to indemnify the Buyer against such
Assumed Liabilities) are not limited in amount and the Buyer's and Hicking
Pentecost's indemnification obligations with respect to such Assumed Liabilities
do not terminate. All indemnification payments required to be made by the
Sellers, other than with respect to Excluded Liabilities, but including losses
relating to the Assumed Liabilities referenced in clauses (i), (ii) and (iii) of
the preceding sentence, shall be paid first out of the portion of the Purchase
Price held in escrow, which amount will initially be $3,000,000. Indemnification
payments required to be made by the Sellers with respect to Excluded Liabilities
shall, at the option of the Buyer, be made either directly by the Sellers or out
of the escrow. The Sellers' indemnification obligations with respect to Excluded
Liabilities or Excluded Assets are not limited in amount and do not terminate.
Each party's indemnification obligations under the Sale Agreement shall (i) in
the case of tax indemnification, terminate at the time the applicable statutes
of limitations expire, (ii) in the case of indemnification for breaches of
representations, warranties, covenants or agreements, terminate two years after
the Closing and (iii) in the case of indemnification with respect to Excluded
Liabilities or Assumed Liabilities, as applicable, not terminate, provided that
none of such indemnification obligations shall terminate if notice of an
indemnification claim shall have been given to the indemnifying party prior to
the expiration of the applicable period.

                  Termination; Arbitration. The Sale Agreement may be terminated
by mutual written consent of the Company and Hicking Pentecost, by either party
if the Closing does not occur on or prior to March 31, 1997 or if the conditions
to such party's obligation to consummate the transaction shall have become
incapable of fulfillment (provided that such condition shall not have become
incapable of fulfillment as a result of any breach by such party of any of its
representations, warranties, covenants, or agreements under the Sale Agreement).
The Sale Agreement may also be terminated by Hicking Pentecost or the Buyer in
the event that the waiting period under the HSR Act is 



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extended by a request for additional information by the Federal Trade Commission
or the Antitrust Division, provided that such termination right is exercised
within 30 business days after notice of such request is received. If the
agreement is terminated by either party as a result of a material breach of the
other party, the breaching party shall pay the expenses of the other party up to
a maximum of $250,000.

                  Any disagreement or dispute arising out of or relating to the
Sale Agreement shall be settled by arbitration if the parties, through good
faith negotiation, are unable to resolve such dispute within thirty days.




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