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                              ASSET PURCHASE AGREEMENT 
 
 
 
                                   by and among 
 
 
 
                              TRIANGLE PACIFIC CORP., 
 
                          ROBBINS HARDWOOD FLOORING, INC. 
                                     as Buyer 
 
 
 
                                       and 
 
 
 
                                  ROBBINS, INC., 
 
                                       and 
 
                               SEARCY FLOORING, INC. 
                                    as Sellers 
 
 
 
 
 
 
 
                                  March 28, 1997 
 
 
 
 
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<PAGE> 
                                    TABLE OF CONTENTS 
 
                                                                         Page 
 
ASSET PURCHASE AGREEMENT .................................................  1 
 
ARTICLE I.  ..............................................................  1 
 
TERMS OF THE TRANSACTION  ................................................  1 
     1.1    Assets to be Transferred  ....................................  1 
     1.2    Purchase Price  ..............................................  4 
     1.3    Cash Payment  ................................................  4 
     1.4    Liabilities Assumed by Buyer  ................................  4 
     1.5    Estimated Cash Payment  ......................................  4 
     1.6    Certain Closing Adjustments  .................................  6 
     1.7    Final Price Adjustment  ......................................  6 
     1.8    Allocation of Purchase Price Among Sellers; Seller  
            Representative.  .............................................  7 
     1.9    Allocation of Purchase Price Among Assets  ...................  8 
     1.10   Liabilities Not Assumed by Buyer  ............................  8 
     1.11   Definitions  .................................................  9 
 
ARTICLE II.  .............................................................  9 
 
CLOSING  .................................................................  9 
     2.1    Time and Place of Closing  ...................................  9 
     2.2    Effectiveness  ...............................................  9 
 
ARTICLE III.  ............................................................  9 
 
REPRESENTATIONS AND WARRANTIES OF SELLERS  ...............................  9 
     3.1    Corporate Organization and Qualification  ....................  9 
     3.2    Authority Relative to This Agreement  ........................ 10 
     3.3    Noncontravention  ............................................ 10 
     3.4    Governmental Approvals  ...................................... 10 
     3.5    Operation and Ownership of Business  ......................... 10 
     3.6    Title to Assets  ............................................. 11 
     3.7    Financial Statements  ........................................ 11 
     3.8    Liabilities  ................................................. 12 
     3.9    Absence of Certain Changes  .................................. 12 
     3.10   Tax Matters  ................................................. 12 
     3.11   Compliance With Laws  ........................................ 13 
     3.12   Legal Proceedings  ........................................... 13 
     3.13   Real Property  ............................................... 13 
     3.14   Tangible Personal Property  .................................. 15 
     3.15   Leased Property  ............................................. 15 
     3.16   Inventory  ................................................... 15 
<PAGE> 
     3.17   Receivables  ................................................. 15 
     3.18   Intellectual Property  ....................................... 16 
     3.19   Permits  ..................................................... 16 
     3.20   Contracts and Agreements  .................................... 17 
     3.21   ERISA; Accrued Compensation  ................................. 19 
     3.22   Environmental Matters  ....................................... 20 
     3.23   Labor Relations  ............................................. 22 
     3.24   Customers and Suppliers  ..................................... 23 
     3.25   Insurance  ..................................................  23 
     3.26   Books and Records  ........................................... 23 
     3.27   Brokerage Fees  .............................................. 24 
     3.28   Insider Interests  ........................................... 24 
     3.29   Disclosure  .................................................. 24 
     3.30   Representations and Warranties on Closing Date  .............. 24 
 
ARTICLE IV.  ............................................................. 24 
 
REPRESENTATIONS AND WARRANTIES OF TRIANGLE AND BUYER  .................... 24 
     4.1    Corporate Organization  ...................................... 24 
     4.2    Authority Relative to This Agreement  ........................ 25 
     4.3    Noncontravention  ............................................ 25 
     4.4    Governmental Approvals  ...................................... 25 
     4.5    Legal Proceedings  ........................................... 26 
     4.6    Brokerage Fees  .............................................. 26 
     4.7    Disclosure  .................................................. 26 
     4.8    Representations and Warranties on Closing Date  .............. 26 
 
ARTICLE V.  .............................................................. 26 
 
CONDUCT OF BUSINESS PENDING CLOSING  ..................................... 26 
     5.1    Conduct and Preservation of Business  ........................ 26 
     5.2    Restrictions on Certain Actions  ............................. 27 
 
ARTICLE VI.  ............................................................. 28 
 
ADDITIONAL AGREEMENTS  ................................................... 28 
     6.1    Access to Information; Confidentiality  ...................... 28 
     6.2    Acquisition Proposals  ....................................... 29 
     6.3    Third Party Consents  ........................................ 30 
     6.4    Reasonable Best Efforts  ..................................... 30 
     6.5    Employee and Employee Benefit Plan Matters  .................. 30 
     6.6    Title Insurance and Surveys  ................................. 34 
     6.7    Payment of Liabilities  ...................................... 35 
     6.8    Public Announcements  ........................................ 35 
     6.9    Environmental Provisions  .................................... 35 
     6.10   Notice of Litigation  ........................................ 36 
<PAGE> 
     6.11   Notification of Certain Matters  ............................. 36 
     6.12   Amendment of Schedules  ...................................... 37 
     6.13   Fees and Expenses  ........................................... 37 
     6.14   Survival of Covenants  ....................................... 37 
     6.15   Dispute Resolution  .......................................... 37 
     6.16   Preparation of Closing Balance Sheet  ........................ 38 
     6.17   Access to Records After Closing  ............................. 39 
     6.18   Taxes; Other Charges  ........................................ 40 
     6.19   Escrow; Liquidated Damages  .................................. 40 
 
ARTICLE VII.  ............................................................ 40 
 
CONDITIONS TO OBLIGATIONS OF SELLERS  .................................... 40 
     7.1    Representations and Warranties True  ......................... 40 
     7.2    Covenants and Agreements Performed  .......................... 40 
     7.3    Certificate  ................................................. 41 
     7.4    Opinion of Counsel to Buyer  ................................. 41 
     7.5    Legal Proceedings  ........................................... 41 
     7.6    Approval of Counsel to Seller  ............................... 41 
 
ARTICLE VIII.  ........................................................... 41 
 
CONDITIONS TO OBLIGATIONS OF TRIANGLE AND BUYER  ......................... 41 
     8.1    Representations and Warranties True  ......................... 41 
     8.2    Covenants and Agreements Performed  .......................... 41 
     8.3    Certificate  ................................................. 41 
     8.4    Preliminary Closing Statements  .............................. 41 
     8.5    Payoff Letters.  ............................................. 42 
     8.6    Opinion of Counsel to Seller  ................................ 42 
     8.7    Legal Proceedings  ........................................... 42 
     8.8    No Material Adverse Change  .................................. 42 
     8.9    Noncompetition Agreements  ................................... 42 
     8.10   Data Processing Agreement  ................................... 42 
     8.11   International Distribution Agreement  ........................ 42 
     8.12   Unacceptable Encumbrances; Title Insurance  .................. 42 
     8.13   Due Diligence  ............................................... 42 
     8.14   Environmental Matters  ....................................... 43 
     8.15   Other Documents  ............................................. 43 
     8.16   Approval of Counsel to Triangle and Buyer  ................... 44 
 
ARTICLE IX.  ............................................................. 44 
 
CONDITIONS TO OBLIGATIONS OF ALL PARTIES  ................................ 44 
     9.1    Governmental and Third Party Consents and Approvals  ......... 44 
     9.2    Trademark Agreement  ......................................... 44 
     9.3    Equipment Bill of Sale  ...................................... 44 
<PAGE> 
     9.4    Real Estate and Equipment Agreement  ......................... 44 
     9.5    Supply Agreement  ............................................ 44 
 
ARTICLE X.  .............................................................. 45 
 
TERMINATION, AMENDMENT, AND REMEDIES  .................................... 45 
     10.1   Termination  ................................................. 45 
     10.2   Effect of Termination  ....................................... 45 
     10.3   Amendment  ................................................... 46 
     10.4   Waiver  ...................................................... 46 
     10.5   Remedies Not Exclusive  ...................................... 46 
 
ARTICLE XI.  ............................................................. 46 
 
SURVIVAL OF REPRESENTATIONS  ............................................. 46 
     11.1   Survival  .................................................... 46 
 
ARTICLE XII.  ............................................................ 46 
 
MISCELLANEOUS  ........................................................... 46 
     12.1   Notices  ..................................................... 46 
     12.2   Entire Agreement  ............................................ 47 
     12.3   Binding Effect; Assignment; No Third Party Benefit  .......... 48 
     12.4   Severability  ................................................ 48 
     12.5   GOVERNING LAW  ............................................... 48 
     12.6   Descriptive Headings  ........................................ 48 
     12.7   Gender  ...................................................... 48 
     12.8   References  .................................................. 48 
     12.9   Further Assurances  .......................................... 49 
     12.10  Counterparts  ................................................ 49 
     12.11  Injunctive Relief  ........................................... 49 
 
ARTICLE XIII.  ........................................................... 49 
 
DEFINITIONS  ............................................................. 49 
     13.1   Certain Defined Terms  ....................................... 49 
     13.2   Certain Additional Defined Terms  ............................ 51 
 
<PAGE> 
LIST OF EXHIBITS AND SCHEDULES  ........................................  S-i 
Exhibit 7.4 - Opinion of Counsel to Buyer  .............................   E- 
Exhibit 8.6 - Opinion of Counsel to Seller  ............................   E- 
Exhibit 8.9 - Noncompetition Agreement  ................................   E- 
Exhibit 8.10 - Data Processing Agreement  ..............................   E- 
Exhibit 9.2 - Trademark Agreement  .....................................   E- 
Exhibit 9.3 - Individual Assignment to Robbins  ........................   E- 
Exhibit 9.4 - Individual Assignment to Searcy  .........................   E- 
Exhibit 9.5 - Supply Agreement  ........................................   E- 
Schedule 1.1(a) - Real Property  .......................................   S- 
Schedule 1.1(b)(i) - Equipment and Machinery  ..........................   S- 
Schedule 1.1(b)(ii) - Excluded Equipment and Machinery  ................   S- 
Schedule 1.1(c)(i) - Purchased Inventory  ..............................   S- 
Schedule 1.1(c)(ii) - Retained Inventory  ..............................   S- 
Schedule 1.1(e)(i) - Purchased Software  ...............................   S- 
Schedule 1.1(g) - Contracts and Agreements  ............................   S- 
Schedule 1.1(h)(i) - Prepaid Expenses  .................................   S- 
Schedule 1.1(h)(ii) - Excluded Prepaid Expenses  .......................   S- 
Schedule 1.1(j) - Other Assets  ........................................   S- 
Schedule 1.5(a) - Preliminary Closing Settlement Statement  ............   S- 
Schedule 1.5(c) - Liabilities Assumed  .................................   S- 
Schedule 1.7(a) - Final Closing Settlement Statement  ..................   S- 
Schedule 3.1 - Jurisdictions  ..........................................   S- 
Schedule 3.3 - Noncontravention  .......................................   S- 
Schedule 3.4 - Governmental Approvals  .................................   S- 
Schedule 3.5 - Ownership of Business  ..................................   S- 
Schedule 3.6 - Title to Assets  ........................................   S- 
Schedule 3.8 - Seller Liabilities  .....................................   S- 
Schedule 3.9 - Absence of Certain Changes  .............................   S- 
Schedule 3.10 - Tax Matters  ...........................................   S- 
Schedule 3.12 - Legal Proceedings  .....................................   S- 
Schedule 3.13 - Real Property  .........................................   S- 
Schedule 3.14 - Tangible Personal Property  ............................   S- 
Schedule 3.15 - Leased Property  .......................................   S- 
Schedule 3.16 - Inventory Exceptions  ..................................   S- 
Schedule 3.17 - Receivables Exceptions  ................................   S- 
Schedule 3.18 - Intellectual Property  .................................   S- 
Schedule 3.19 - Permits  ...............................................   S- 
Schedule 3.20 - Contracts and Agreements  ..............................   S- 
Schedule 3.21 - ERISA  .................................................   S- 
Schedule 3.22 - Environmental Matters  .................................   S- 
Schedule 3.23 - Labor Relations  .......................................   S- 
Schedule 3.24 - Customers and Suppliers  ...............................   S- 
Schedule 3.28 - Insider Interests  .....................................   S- 
Schedule 6.16(a) - Inventory Schedule  .................................   S- 
Schedule 6.16(b) - Receivables Schedule  ...............................   S- 
 
<PAGE> 
                              ASSET PURCHASE AGREEMENT 
 
 
     This ASSET PURCHASE AGREEMENT (this "Agreement") is made as of March 28, 
1997, by and among (1) TRIANGLE PACIFIC CORP., a Delaware corporation 
("Triangle'), (2) ROBBINS HARDWOOD FLOORING, INC., a Delaware corporation 
("Buyer"), (3) ROBBINS, INC., an Ohio corporation ("Robbins") and (4) SEARCY 
FLOORING, INC., an Ohio corporation ("Searcy") (Robbins and Searcy, are 
sometimes referred to herein collectively as "Sellers" and individually as a 
"Seller"). 
 
     WHEREAS, Sellers desire to sell to Buyer, and Buyer desires to purchase 
from Sellers, upon the terms and subject to the conditions herein set forth, 
substantially all the assets of Sellers associated with the business of 
developing, manufacturing and selling residential flooring (the "Business"), 
as conducted by Sellers at and from the three manufacturing plants located on 
the Real Property (hereinafter defined); 
 
     WHEREAS, it is the intent of the parties hereto that the acquisition 
include all of the goodwill associated with the conduct of the Business; 
 
     NOW, THEREFORE, in consideration of the premises and the mutual covenants 
and agreements herein contained, and intending to be legally bound hereby, 
Buyer and Sellers hereby agree as follows: 
 
 
                            TERMS OF THE TRANSACTION 
 
     0    Assets to be Transferred.  At the Closing, and on the terms and 
subject to the conditions set forth in this Agreement, Sellers shall sell, 
assign, transfer, deliver, and convey (collectively, "transfer"), or cause to 
be transferred, to Buyer, and Buyer shall purchase from Sellers, all assets 
and properties of every kind, character, and description, whether tangible, 
intangible, real, personal, or mixed, located on the Real Property (or 
otherwise identified on the Schedules to this Agreement) that are owned by 
Sellers or in which any Seller has any right, title, or interest, and that are 
used or held for use by any Seller in the conduct of the Business, or that are 
associated with the Business, as the same shall exist on the Closing Date, 
including, without limitation, the following assets and properties of Sellers 
existing on the Closing Date: 
 
          ( )      Property and Plant.  All those certain plots, tracts, or  
     parcels of land located in Bradley County, Arkansas and White County,  
     Arkansas and more particularly described on Schedule 1.1(a) (the "Real  
     Property"), and all plants, factories, warehouses, storage facilities,  
     laboratories, buildings, works, structures, fixtures, landings,  
     construction in progress, improvements, betterments, installations, and  
     additions constructed, erected, or located on or attached or affixed to  
     the Real Property. 
 
          (a)     Equipment and Machinery.  All furniture, equipment,  
     machinery, materials, vehicles, rolling stock, apparatus, tools, dies,  
     implements, appliances, spare parts, supplies, and other tangible  
<PAGE> 
     personal property of every kind, character, and description owned by  
     Sellers, both jointly and individually, or in which any Seller has any  
     right, title or interest, and located on, or used at or primarily in  
     connection with, the Real Property, or located elsewhere if used  
     primarily in, or necessary for the efficient operation of, the Business,  
     as of the Closing, including without limitation all the assets described  
     on Schedule 1.1(b)(i), and excluding only the personal property  
     identified on Schedule 1.1(b)(ii). 
 
          (b)     Inventories.  All of Sellers' inventories, as of the  
     Closing, located on the Real Property or otherwise identified on Schedule  
     1.1(c)(i), including without limitation finished goods, work-in-process,  
     raw materials, supply and samples inventories, and other inventories,  
     excluding only the Retained Inventory (hereinafter defined) described on  
     Schedule 1.1(c)(ii). 
 
          (c)     Accounts Receivable.  All accounts receivable of Sellers and  
     all other rights of Sellers to payment for goods sold or leased or for  
     services rendered, arising from the operation of the Business, including  
     without limitation those included on the Receivables Schedules  
     (hereinafter defined), and those that are not evidenced by instruments or  
     chattel paper, whether or not earned by performance or written off or  
     reserved against as a bad debt or doubtful account in any financial  
     statements; together with all instruments and documents of title  
     representing any of the foregoing, all rights in any merchandise or goods  
     that any of the same represent, and all rights, title, security, and  
     guaranties in favor of Sellers with respect to any of the foregoing,  
     including without limitation any right of stoppage in transit. 
 
          (d)     Intellectual Property.  All right, title, and interest of  
     Sellers into and under all patents, trademarks, service marks, trade  
     names, service names, brand names, copyrights, trade secrets, know-how,  
     proprietary processes, inventions, computer software (including  
     documentation and object and source codes if owned by Sellers and  
     described on Schedule 1.1(e)(i)), and similar rights, and all  
     registrations, applications, licenses, claims, causes of action, and  
     rights with respect to any of the foregoing, to the extent they are or  
     have been used primarily in connection with the operation of, the  
     Business, and all rights to recover for infringement thereof, including  
     without limitation all rights in and to the use of the mark "Robbins" and  
     variations thereof in connection with the Business, and all the goodwill  
     associated therewith, and excluding only the trademarks "Continuous  
     Strip," "Monogram", Monogram XL", "Squar-Edge" and "Next Step ES" (the  
     "Intellectual Property"); provided, however, that Sellers shall retain  
     all rights with respect to the name "Robbins" and variations thereof and  
     all rights with respect to the patents, trade secrets, and other items of  
     intellectual property in connection with all uses other than the  
     Business; provided further, that if any item of intellectual property  
     retained by Sellers is necessary to continue operation of the Business,  
     Sellers shall grant to Buyer a perpetual, royalty-free license to use the  
     same. 
 
          (e)     Permits.  All right, title, and interest of Sellers in, to,  
     and under all Permits relating to, or used in connection with the  
     operation of, the Business or relating to the construction, use,  
     operation, or enjoyment of the Assets, as such Permits can be lawfully  
     conveyed. 
 
          (f)     Contracts and Agreements.  All right, title, and interest of  
     Sellers in, to, and under the contracts and agreements, including  
<PAGE> 
     personal property leases, described on Schedule 1.1(g), and all rights  
     (including rights of refund and offset), privileges, deposits, claims,  
     causes of action, and options in favor of Sellers relating or pertaining  
     to such contracts and agreements. 
 
          (g)     Prepaid Expenses.  All right, title, and interest of Sellers  
     in and to all prepaid rentals and other prepaid expenses arising from  
     payments made by Sellers in the ordinary course of the operation of the  
     Business prior to the close of business on the Closing Date for goods or  
     services where such goods or services have not been received by Sellers  
     by the close of business on the Closing Date, including without  
     limitation all prepaid expenses described on Schedule 1.1(h)(i), and  
     excluding only those prepaid expenses described on Schedule 1.1(h)(ii). 
 
          (h)     Books and Records.  All books, records, papers, and  
     instruments of Sellers of whatever nature and wherever located that  
     relate to the Assets or the operation of the Business, including without  
     limitation all financial and accounting records and all books and records  
     relating to employees, the purchase of materials, supplies, and services,  
     product research and development, the manufacture and sale of products,  
     and dealings with customers, vendors, and suppliers of the Business, and  
     including computerized books and records and other computerized storage  
     media and the software used in connection therewith, provided that  
     Sellers shall be entitled to retain copies of any such books and records  
     that are necessary for its tax, accounting, or legal purposes. 
 
          (i)     Other Assets.  Whether or not enumerated above, (i) all  
     assets located on the Real Property, (ii) all assets used exclusively in  
     or exclusively supporting the manufacturing and other operations  
     conducted at the plants located on the Real Property, (iii) all assets  
     used exclusively in the marketing, sale and distribution of residential  
     flooring, and (iv) all assets to which any value is attributed on the  
     Closing Balance Sheet (hereinafter defined), including without limitation  
     all rights of Sellers in the accounts and funds described on Schedule  
     1.1(j) and in any other escrow, trust or other account or fund  
     containing, or otherwise relating to, proceeds of any financing included  
     in the Liabilities (hereinafter defined). 
 
All the assets and properties described in this Section 1.1 and to be 
transferred to Buyer pursuant to this Agreement are collectively referred to 
herein as the "Assets." Notwithstanding anything otherwise in this Agreement 
to the contrary, the Assets shall not include any assets or properties of 
Sellers used primarily in or associated with any business activity of Sellers 
other than the Business, including without limitation the developing, 
manufacturing and selling of recreational flooring and sports surfaces, 
provided that all assets located on the Real Property other than those set 
forth on Schedule 1.1(c)(ii) shall be conclusively deemed to be used primarily 
in the Business. 
 
     1     Purchase Price.  The total purchase price paid by Buyer (or by 
Triangle for the benefit of Buyer) in consideration of the transfer by Sellers 
to Buyer of the Assets (the "Purchase Price") shall consist of (i) a cash 
payment equal to the Net Book Value (hereinafter defined) of the Assets as of 
the Closing Date, plus $39,000,000 (the "Cash Payment"), and (ii) the 
assumption of the Liabilities (hereinafter defined) as herein provided. 
 
     2     Cash Payment.  The cash portion of the Purchase Price shall be paid 
as follows: 
 
<PAGE> 
           ( )     an amount equal to the Estimated Cash Payment (hereinafter  
     defined) shall be paid at the Closing, in immediately available funds by  
     confirmed wire transfer to a bank account to be designated by Sellers  
     (such designation to occur no later than three (3) business days prior to  
     the Closing Date (hereinafter defined)); and 
 
           (a)     the amount of any Final Price Adjustment (hereinafter  
     defined) shall be paid by the party, and on or before the date, specified  
     in Section 1.7(c), in immediately available funds by confirmed wire  
     transfer to a bank account to be designated by the party to whom such  
     Final Price Adjustment is payable (such designation to occur no later  
     than two (2) business days prior to the date such payment is due). 
 
     3     Liabilities Assumed by Buyer.  As partial consideration for the 
transfer of the Assets to Buyer, Buyer agrees, upon the terms and subject to 
the conditions set forth herein, to assume, at the Closing, and thereafter to 
pay, perform, and discharge, the Liabilities (hereinafter defined), but only 
the Liabilities and all liabilities arising after the Closing relating to 
Buyer's operation of the Business.  Any Liabilities that constitute Payoff 
Indebtedness (hereinafter defined) shall be paid by Buyer (or by Triangle for 
the benefit of Buyer) at the Closing, in immediately available funds by 
confirmed wire transfer to a bank account to be designated by the creditor to 
whom such Payoff Indebtedness is payable (such designation to occur no later 
than two (2) business days prior to the Closing Date). 
 
     4     Estimated Cash Payment.  The "Estimated Cash Payment" shall be 
equal to the Net Book Value of the Assets as of the date of the Latest Balance 
Sheet (hereinafter defined), plus $39,000,000, and shall be determined as 
follows: 
 
          ( )     Not later than fifteen (15) days prior to the Closing Date,  
     Sellers shall deliver to Buyer an unaudited, combined balance sheet  
     reviewed by Arthur Andersen, LLP, as of January 25, 1997, with respect to  
     (i) Robbins, (ii) Searcy and (iii) Robbins International, Inc., (the  
     "Latest Balance Sheet"), together with a preliminary calculation of the  
     Estimated Cash Payment presented in the format set forth on Schedule  
     1.5(a) (the "Preliminary Closing Settlement Statement", and together with  
     the Latest Balance Sheet, the "Preliminary Closing Statements").  In  
     connection with Buyer's review of the Preliminary Closing Statements,  
     Sellers shall give Buyer and its representatives full access to all  
     personnel, books and records of Sellers pertaining to the Business or the  
     Preliminary Closing Statements, including without limitation all work  
     papers of Sellers and their accountants and all pertinent accounting and  
     other records of Sellers, and shall provide all other information  
<PAGE> 
     pertaining to the Business or the Preliminary Closing Statements  
     reasonably requested by Buyer and its representatives.  The Latest  
     Balance Sheet shall be prepared in accordance with generally accepted  
     accounting principles in the United States of America as in effect from  
     time to time applied on a basis - as to the substance of the principles  
     applied (including application of the last-in, first-out method of  
     inventory valuation), the manner of application and the estimation  
     techniques used - with the Annual Financial Statements (hereinafter  
     defined) ("U.S. GAAP").  The Preliminary Closing Settlement Statement  
     shall be prepared in accordance with (i) the Latest Balance Sheet and  
     (ii) the terms and provisions of this Agreement; provided, that solely  
     for purposes of determining the Estimated Cash Payment, the amount of  
     accounts payable and accrued expenses included in the Liabilities shall  
     be as set forth in Annex II to the Preliminary Closing Settlement  
     Statement.  The Preliminary Closing Statements shall be accompanied by  
     certificates signed by the chief executive officer and the chief  
     financial officer of each of Robbins and Searcy, respectively, stating  
     that the Preliminary Closing Statements have been prepared as described  
     in the immediately preceding two sentences. 
 
          (a)     Sellers and Buyer shall assist and cooperate with each other  
     and otherwise use their best efforts to obtain the Preliminary Closing  
     Settlement Statement.  Unless Buyer gives written notice of a Dispute  
     (hereinafter defined) to Sellers within ten (10) days after receipt by  
     Buyer of the Preliminary Closing Statements, the Preliminary Closing  
     Statements shall be deemed accepted by Buyer in the form in which  
     delivered by Sellers.  If Buyer does not agree with the amount of any of  
     the assets or liabilities set forth on the Latest Balance Sheet, or any  
     of the calculations set forth on the Preliminary Closing Settlement  
     Statement, written notice of its disagreement therewith (a "Dispute," as  
     further defined in Section 6.15) shall be given by Buyer to Sellers  
     within ten (10) days after receipt by Buyer of the Preliminary Closing  
     Statements, and Buyer and Sellers shall attempt to resolve such Dispute  
     and agree in writing upon the final content of the Preliminary Closing  
     Settlement Statement prior to the Closing Date.  If Sellers and Buyer are  
     unable to resolve any such Dispute within such time period, such Dispute  
     shall be resolved pursuant to Section 6.15. 
 
          (b)     As used in this Agreement, the following terms have the  
     meanings given to them below: 
 
                  ( )     "Liabilities" means (A) all obligations of Sellers  
          accruing from and after the Closing Date under the contracts and  
          agreements described on Schedule 1.1(g) (but only to the extent that  
          such liabilities and obligations arise from the operation of the  
          Assets or the Business after the Closing Date), and (B) accounts  
          payable, accrued expenses, product warranty and product liability  
          claims, and obligations for borrowed money (except obligations under  
          any bank credit agreement to which any Seller is a party), that are:  
          (1) listed on Schedule 1.5(c), as amended pursuant to Section  
          1.7(a), and reflected on the Final Closing Settlement Statement, (2)  
          not dischargeable or discharged in the ordinary course of the  
          Business prior to the Closing, (3) not excluded liabilities under  
          Section 1.10, and (4) properly classified under U.S. GAAP as  
          liabilities of the Business as of the Closing Date. 
 
                  (i)     "Net Book Value" means (i) the book value of the  
          Assets as determined in accordance with U.S. GAAP and the terms of  
          this Agreement, net of all reserves and valuation allowances, less  
          (ii) the Liabilities. 
 
                  (ii)    "Payoff Indebtedness" means any of the Liabilities  
          that either (A) must be repaid upon consummation of the transactions  
          contemplated by this Agreement to prevent a default with respect  
          thereto or to release any Encumbrances securing payment thereof, or  
          (B) Buyer notifies Sellers, not less than five (5) business days  
          prior to the Closing Date, is to be repaid at the Closing. 
 
     5    Certain Closing Adjustments.  The Purchase Price, as reflected on 
the Preliminary Closing Settlement Statement and on the Final Closing 
Settlement Statement, shall be adjusted as necessary to reflect the proration 
of ad valorem taxes provided for in Section 6.18. 
 
<PAGE> 
     6    Final Price Adjustment.  The amount of any "Final Price Adjustment" 
shall be determined as follows: 
 
          ( )     Not later than thirty (30) days after the Closing Date,  
     Buyer shall deliver to Sellers an unaudited balance sheet, prepared so as  
     to reflect the Assets and Liabilities as of the Closing (the "Closing  
     Balance Sheet"), together with a calculation of the final Purchase Price  
     pursuant to Section 1.2 and of whether a Final Price Adjustment is  
     payable pursuant to Section 1.7(c) (the "Final Closing Settlement  
     Statement", and together with the Closing Balance Sheet, the "Final  
     Closing Statements"), presented in the format set forth on Schedule  
     1.7(a).  The Final Closing Statements shall also include an amended  
     Schedule 1.5(c), revised to include a detailed listing of the accounts  
     payable and accrued expenses included in the Liabilities.  In connection  
     with Sellers' review of the Final Closing Statements, Buyer shall give  
     Sellers and their representatives full access to all personnel, books and  
     records pertaining to the Business, including without limitation all  
     corresponding work papers of Buyer and its accountants and all pertinent  
     accounting and other records of Buyer, and shall provide all other  
     information reasonably requested by Sellers.  The Closing Balance Sheet  
     shall be prepared in accordance with U.S. GAAP.  The Final Closing  
     Settlement Statement shall be prepared in accordance with (i) the Closing  
     Balance Sheet and (ii) the provisions of this Agreement.  The Final  
     Closing Statements shall be prepared in accordance with the immediately  
     preceding two sentences. 
 
          (a)     Sellers and Buyer shall assist and cooperate with each other  
     and otherwise use their best efforts to obtain the Final Closing  
     Settlement Statement.  If Sellers do not give written notice of a Dispute  
     to Buyer within twenty (20) days after receipt by Sellers of the Final  
     Closing Statements, the Final Closing Statements shall be deemed accepted  
     by Sellers in the form in which delivered by Buyer.  If Sellers do not  
     agree with the amount of any of the assets or liabilities set forth on  
     the Closing Balance Sheet, or any of the calculations set forth on the  
     Final Closing Settlement Statement, written notice of their disagreement  
     therewith shall be given by Sellers to Buyer within twenty (20) days  
     after receipt by Sellers of the Final Closing Statements, and Buyer and  
     Sellers shall attempt to resolve such Dispute and agree in writing upon  
     the final content of the Final Closing Settlement Statement within twenty  
     (20) days after receipt by Buyer of such notice of a Dispute.  If Sellers  
     and Buyer are unable to resolve any such Dispute within such time period,  
     such Dispute shall be resolved pursuant to Section 6.15.  The Final  
     Closing Settlement Statement in the form delivered by Buyer to Sellers,  
     if Sellers do not give notice of a Dispute, or as adjusted by written  
     agreement of the parties or by the procedure specified in Section 6.15,  
     shall constitute the "Final Closing Settlement Statement" under this  
     Agreement. 
 
          (b)     The Final Price Adjustment, if any, shall be equal to the  
     difference between the Estimated Cash Payment and the final Cash Payment  
     (pursuant to Section 1.2 and Section 1.7(b)), and shall be: 
 
                  ( )     payable to Sellers, if the Estimated Cash Payment is  
          lower than the final Cash Payment; or 
 
                  (i)     payable to Buyers, if the Estimated Cash Payment is  
          higher than the final Cash Payment; and 
 
<PAGE> 
                  (ii)    in either case, payable within two (2) business days  
          after the date the Final Closing Settlement Statement is determined  
          pursuant to Section 1.7(b).  
 
     7    Allocation of Purchase Price Among Sellers; Seller Representative. 
 
          (a)  The portion of the Purchase Price payable in respect of the Net  
     Book Value of the Assets shall be allocated among Sellers based on the  
     respective Net Book Value of the Assets conveyed by each Seller, as  
     reflected on the Preliminary Closing Settlement Statement and the Final  
     Closing Settlement Statement, and the $39,000,000 payment provided for in  
     Section 1.2 shall be allocated as follows: $31,750,000 to Robbins and  
     $7,250,000 to Searcy.  Any Final Price Adjustment shall be allocated  
     among the Sellers based on the difference, if any, between the Net Book  
     Value of the Assets conveyed by each Seller as reflected on the  
     Preliminary Closing Settlement Statement and as reflected on the Final  
     Closing Settlement Statement. 
 
          (b)  Each of Robbins and Searcy, by its execution of this Agreement,  
     hereby designates and appoints James H. Stoehr, Jr. as its agent and  
     attorney-in-fact, with full power of substitution, to serve as its  
     "Seller Representative" for purposes of this Agreement and to take all  
     actions required or permitted to be taken by Sellers, and to give and  
     receive all notices required to be given by or to Sellers, after the  
     Closing under the terms and provisions of this Agreement.  Any action  
     required or permitted to be taken by Sellers after the Closing, and any  
     notice required to be given by or to Sellers after the Closing, shall be  
     taken by or given by or to the Seller Representative, and any such action  
     taken by, or notice given by or to, the Seller Representative shall be  
     conclusively deemed to be validly taken or given in accordance with this  
     Agreement. 
 
     8    Allocation of Purchase Price Among Assets.  Sellers and Buyer will 
mutually determine the appropriate allocation of the Purchase Price among the 
Assets pursuant to Section 1060 of the Code, not less than sixty (60) days 
after Buyer's receipt of the Final Closing Settlement Statement.  If Buyer and 
Sellers are not able to mutually determine such allocation within such period, 
it shall be determined by binding arbitration pursuant to Section 6.15.  
Sellers and Buyer shall report the transactions contemplated hereby on all Tax 
Returns (including information returns and supplements thereto required to be 
filed by the parties under Section 1060 of the Code) in a manner consistent 
with such allocation. 
 
     9    Liabilities Not Assumed by Buyer.  Buyer shall not assume or take 
title to the Assets subject to, nor shall Triangle or Buyer in any way be 
liable or responsible for, any liabilities or obligations of Sellers (whether 
or not referred to in any Schedule or Exhibit hereto), except as specifically 
provided in Section 1.4, it being expressly acknowledged that it is the 
intention of the parties hereto that all liabilities and obligations that 
Sellers have or may have in the future (whether accrued, absolute, contingent, 
unliquidated, or otherwise, whether or not known to Sellers, and whether due 
or to become due), other than the Liabilities, shall be and remain the 
liabilities and obligations of Sellers.  Without limiting the generality of 
the foregoing, and except as specifically provided in Section 1.4, Buyer shall 
not assume or take title to the Assets subject to, or in any way be liable or 
responsible for: 
 
          ( )any liabilities or obligations of Sellers whether or not relating  
     to the Assets or the Business, and whether or not arising or asserted  
     prior to the Closing, 
 
<PAGE> 
          (a)     any liability or obligation of Sellers under any mortgage,  
     deed of trust, security agreement, or financing statement, or any note,  
     bond, or other instrument or obligation secured thereby, 
 
          (b)     any liability or obligation of Sellers existing at or  
     arising after the Closing Date under any leases, contracts, agreements,  
     or Permits included in the Assets that results from the material breach,  
     default, or wrongful action or inaction of Sellers prior to the close of  
     business on the Closing Date, 
 
          (c)     any liability or obligation of Sellers resulting from or  
     relating to the employment relationship between any Seller and any  
     Seller's present or former employees engaged in connection with the  
     ownership or operation of the Assets or the Business or the termination  
     of any such employment relationship, including without limitation  
     severance pay and other similar benefits, if any, and any claims filed on  
     or prior to the Closing Date or that may thereafter be filed by or on  
     behalf of any such present or former employee relating to the employment  
     or termination of employment of any such employee by a Seller, including  
     without limitation any claim for wrongful discharge, breach of contract,  
     unfair labor practice, employment discrimination, unemployment  
     compensation, or workers' compensation, 
 
          (d)     any liability or obligation of Sellers in respect of any  
     agreement, trust, plan, fund, or other arrangement under which benefits  
     or employment is provided for any Seller's present or former employees  
     engaged in connection with Sellers' ownership or operation of the Assets  
     or the Business, and 
 
          (e)     any liabilities or deficiencies for any Taxes, to the extent  
     applicable to periods (or portions thereof) ending on or prior to the  
     Closing Date. 
 
For purposes of this Section 1.10, references to Sellers shall include 
predecessors in title. 
 
     10   Definitions. All capitalized terms used in this Agreement and not 
otherwise defined are defined in Article XIII of this Agreement. 
 
 
I. 
 
                                    CLOSING 
 
     0    Time and Place of Closing.  The consummation of the transactions 
contemplated hereby shall take place (i) at the offices of Thompson & Knight, 
P.C. at 10:00 a.m., local time, on March 28, 1997, or (ii) at such other time 
or place or on such other date as Buyer and Sellers shall agree (the 
"Closing").  The date on which the Closing is required to take place is herein 
referred to as the "Closing Date."  All Closing transactions shall be deemed 
to have occurred simultaneously when all the conditions set forth in Articles 
VII, VIII and IX have been satisfied. 
 
     1    Effectiveness.  The transactions contemplated by this Agreement 
shall all become effective as of the close of business on the Closing Date. 
 
<PAGE> 
 
II. 
 
                    REPRESENTATIONS AND WARRANTIES OF SELLERS 
 
 
     Sellers represent and warrant to Triangle and Buyer that: 
 
     0    Corporate Organization and Qualification.  Each of Robbins and 
Searcy is a corporation duly organized, validly existing, and in good standing 
under the laws of the jurisdiction of its incorporation and has all requisite 
corporate power and corporate authority to own, lease, and operate its 
properties and to carry on its business as now being conducted.  No actions or 
proceedings to dissolve either Searcy or Robbins are pending or to Sellers' 
knowledge, threatened.  Each of Robbins and Searcy is duly qualified or 
licensed to do business as a foreign corporation and is in good standing in 
each of the jurisdictions indicated on Schedule 3.1, which are all the 
jurisdictions in which the indicated entity owns, leases, or operates its 
properties or in which such qualification or licensing is required for the 
conduct of its business and the failure to so qualify or license would have a 
Material Adverse Effect. 
 
     1    Authority Relative to This Agreement.  Each of Searcy and Robbins 
has full corporate power and corporate authority to execute, deliver, and 
perform this Agreement and the Ancillary Documents to which it is a party and 
to consummate the transactions contemplated hereby and thereby.  The 
execution, delivery, and performance by each of Searcy and Robbins of this 
Agreement and the Ancillary Documents to which it is a party, and the 
consummation by it of the transactions contemplated hereby and thereby, have 
been duly authorized by all necessary corporate action.  This Agreement has 
been duly executed and delivered by each of Searcy and Robbins and 
constitutes, and each Ancillary Document executed or to be executed by each of 
Searcy and Robbins has been, or when executed will be, duly executed and 
delivered by each of Searcy and Robbins and constitutes, or when executed and 
delivered will constitute, a valid and legally binding obligation of each of 
Searcy and Robbins, enforceable against each of Searcy and Robbins in 
accordance with its terms, except that such enforceability may be limited by 
(i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar 
laws affecting creditors' rights generally and (ii) equitable principles that 
may limit the availability of certain equitable remedies (such as specific 
performance) in certain instances and (iii) public policy considerations with 
respect to the enforceability of rights of indemnification. 
 
     2    Noncontravention.  The execution, delivery, and performance by 
Sellers of this Agreement and the Ancillary Documents to which each is party 
and the consummation by them of the transactions contemplated hereby and 
thereby do not and will not (i) conflict with or result in a violation of any 
provision of the Articles of Incorporation or Code of Regulations of or other 
governing instruments of Robbins or Searcy, (ii) conflict with or result in a 
violation of any provision of, or constitute (with or without the giving of 
notice or the passage of time or both) a material default under, or give rise 
(with or without the giving of notice or the passage of time or both) to any 
right of termination, cancellation, or acceleration under, or require any 
consent, approval, authorization, or waiver of, or notice to, any party to, 
any bond, debenture, note, mortgage, indenture, lease, contract, agreement, or 
other instrument or obligation to which any Seller is a party or by which 
Sellers, or any of their respective properties, may be bound or any Permit 
<PAGE> 
held by Sellers, (iii) result in the creation or imposition of any Encumbrance 
upon the Assets, (iv) result in the loss of any material benefit to, or 
privilege or right of, the Business or otherwise attributable to any of the 
Assets, or (v) violate any Applicable Law binding upon Sellers, the Business 
or any of the Assets except, in the case of clause (ii) above, for (A) such 
consents, approvals, authorizations, and waivers that have been obtained and 
are unconditional and in full force and effect and such notices that have been 
duly given, and (B) such consents, approvals, authorizations, waivers, and 
notices disclosed on Schedule 3.3. 
 
     3    Governmental Approvals.  Except as disclosed on Schedule 3.4, no 
consent, approval, order, or authorization of, or declaration, filing, or 
registration with, any Governmental Entity is required to be obtained or made 
by Sellers in connection with the execution, delivery, or performance by 
Sellers of this Agreement and the Ancillary Documents to which any of them is 
a party or the consummation by them of the transactions contemplated hereby or 
thereby. 
 
     4    Operation and Ownership of Business.  No Seller has any direct or 
indirect equity or ownership interest in any corporation, partnership, joint 
venture, or other entity that is or whose assets are involved or used, 
directly or indirectly, in the conduct of the Business, and the Business is 
conducted exclusively by Sellers.  No person who is an active employee of a 
Seller has greater than a three percent equity or ownership interest in any 
Seller except as indicated on Schedule 3.5.  The Assets constitute all the 
material assets used primarily in, or necessary to continue, the operation of 
the Business in the ordinary course consistent with past practice. 
 
     5    Title to Assets.  In the aggregate, Sellers are the owners of, and 
have good and marketable title to, all the Assets, free and clear of all 
Encumbrances other than the Permitted Encumbrances.  Upon Sellers' transfer of 
the Assets to Buyer pursuant to this Agreement, Buyer will have good and 
marketable title to all the Assets, free and clear of all Encumbrances other 
than the Permitted Encumbrances.  Except as disclosed on Schedule 3.6, no 
financing statement (or other instrument sufficient or effective as a 
financing statement) under the Uniform Commercial Code with respect to any of 
the Assets has been filed and is effective in any jurisdiction, and no Seller 
has signed any such financing statement (or other instrument) or any mortgage 
or security agreement granting any mortgage or security interest in any of the 
Assets or authorizing any secured party thereunder to file any such mortgage 
or financing statement (or other instrument). 
 
     6    Financial Statements.  Sellers have delivered to Buyer accurate and 
complete copies of (i) the audited balance sheets as of October 31, 1992, 
1993, 1994, 1995 and 1996, and the related audited statements of income, 
stockholders' equity and cash flows of Robbins and Searcy for each of the 
periods then ended, and the notes and schedules thereto, together with the 
unqualified reports thereon of Arthur Andersen, LLP, independent public 
accountants (the "Annual Financial Statements"), and (ii) the Latest Balance 
Sheet and the related unaudited, combined statements of income, stockholders' 
equity and cash flows of Robbins, Robbins International, Inc. and Searcy for 
the period then ended, reviewed by Arthur Andersen, LLP and certified by the 
chief financial officer and the chief executive officer of Robbins and Searcy, 
as appropriate (the "Interim Financial Statements") (the Annual Financial 
Statements and the Interim Financial Statements are collectively referred to 
as the "Financial Statements").  The Financial Statements (i) represent actual 
bona fide transactions, (ii) have been prepared from the books and records of 
Sellers in conformity with U.S. GAAP applied on a basis consistent (as to the 
substance of the principles applied, the manner of application and the 
estimation techniques used) with preceding years throughout the periods 
involved, and (iii) accurately, completely, and fairly present in all material 
<PAGE> 
respects the financial position of each of the Sellers and of the Business as 
of the respective dates thereof and their respective results of operations and 
cash flows for the periods then ended, except that the Interim Financial 
Statements are subject to normal year-end adjustments, which will not be 
material in the aggregate.  Other than as expressly set forth therein, the 
statements of income included in the Financial Statements do not contain any 
items of special or nonrecurring income, and the balance sheets included in 
the Financial Statements do not reflect any write-up or revaluation increasing 
the book value of any assets, nor have there been any transactions since 
November 1, 1994 giving rise to special or nonrecurring income or any such 
write-up or revaluation.  All financial projections, forecasts, and other 
forward-looking information provided by Sellers to Triangle or Buyer were, as 
of their respective dates, prepared in good faith and on a basis that 
management of Robbins and Searcy believed to be reasonable.  The Financial 
Statements include all liability, valuation and other reserves and allowances 
required by U.S. GAAP and by this Agreement, including without limitation, 
reserves for Environmental Liabilities, employee benefit obligations 
(including accrued vacation and sick leave) and product warranty and product 
liability claims, and all such reserves and allowances (collectively, 
"Reserves") are adequate. 
 
     7    Liabilities. 
 
          ( )     To their knowledge, Sellers have no material liabilities or  
     obligations (whether accrued, absolute, contingent, unliquidated, or  
     otherwise, whether or not known to Sellers, and whether due or to become  
     due), except (i) liabilities reflected on the Latest Balance Sheet, (ii)  
     liabilities described in the notes accompanying the Financial Statements,  
     (iii) liabilities that have arisen since the date of the Latest Balance  
     Sheet in the ordinary course of business (none of which is a liability  
     for breach of contract, breach of warranty, tort, or infringement), (iv)  
     liabilities arising under executory contracts entered into in the  
     ordinary course of business (none of which is a liability for breach of  
     contract), and (v) liabilities specifically set forth on Schedule 3.8. 
 
          (a)     Sellers' liabilities and obligations (whether accrued,  
     absolute, contingent, unliquidated, or otherwise, whether or not known to  
     Sellers, and whether due or to become due) for product warranty and  
     product liability claims do not exceed the amount of Reserves therefor  
     reflected in the Financial Statements. 
 
     8    Absence of Certain Changes.  Except as disclosed on Schedule 3.9, 
since November 1, 1996, (i) to Sellers' knowledge, there has not been any 
material adverse change in, or any event or condition that might reasonably be 
expected to result in any material adverse change in, the business, assets, 
results of operations, condition (financial or otherwise), or prospects of the 
Business or the ownership or operation of the Assets or any material portion 
thereof except for general industry conditions; (ii) the Business has been 
conducted only in the ordinary course consistent with past practice; (iii) 
Sellers have not, in respect of the Business, incurred any material liability, 
engaged in any material transaction, or entered into any material agreement 
outside the ordinary course of business consistent with past practice; (iv) 
none of the 10 largest customers (including distributors) of any Seller has 
discontinued or significantly reduced its purchases from the Company, nor has 
any such customer given any notice or other indication it anticipates doing 
so; (v) there has not occurred any material loss, damage, destruction, or 
other casualty to any of the Assets (whether or not covered by insurance); and 
(vi) no Seller has, in respect of the Business, taken any of the actions set 
forth in Section 5.2 except as permitted thereunder. 
 
<PAGE> 
     9    Tax Matters.  Except as disclosed on Schedule 3.10: 
 
          ( )     each of Robbins and Searcy has duly filed all Tax Returns  
     required to be filed by or with respect to it with the IRS or other  
     applicable authority, and no extensions with respect to such Tax Returns  
     have been requested or granted; 
 
          (a)     there are no Encumbrances with respect to Taxes (except for  
     liens with respect to real property Taxes not yet due) upon any of the  
     Assets; 
 
          (b)     Sellers have duly and timely withheld from salaries, wages,  
     and other compensation and paid over to the appropriate taxing  
     authorities all amounts required to be so withheld and paid over under  
     all Applicable Laws; and 
 
          (c)     Sellers have complied in all material respects with all  
     requirements of Applicable Law as necessary to qualify all industrial  
     revenue bond financing included in the Liabilities for tax-free treatment  
     and all such financing is so qualified. 
 
     10   Compliance With Laws.  Sellers have complied in all material 
respects with all Applicable Laws relating to the ownership or operation of 
the Assets or the operation of the Business (including without limitation 
Applicable Laws relating to securities, properties, business operations, 
products, manufacturing processes, advertising and sales practices, employment 
practices, terms and conditions of employment, wages and hours, product 
safety, and civil rights), the failure to comply with which would result in a 
Material Adverse Effect.  No Seller has received any written notice, that has 
not been dismissed or otherwise disposed of, that a Seller has not so 
complied.  No Seller is charged with, or to the knowledge of Sellers 
threatened with or under investigation with respect to, any alleged violation 
of any Applicable Law relating to any aspect of the ownership of the Assets or 
operation of the Business. 
 
     11   Legal Proceedings.  Except as set forth on Schedule 3.12, there are 
no Proceedings pending, or to the knowledge of Sellers threatened, against or 
involving Sellers (or any of Robbins' or Searcy's directors or officers) in 
connection with the Assets or the Business.  No judgment, order, writ, 
injunction, or decree of any Governmental Entity has been issued or entered 
against Sellers or any of their affiliates that continues to be in effect with 
respect to or affecting the Assets or the operation of the Business.   There 
are no Proceedings pending, or to the knowledge of Sellers threatened, seeking 
to restrain, prohibit, or obtain damages or other relief in connection with 
this Agreement or the transactions contemplated hereby. 
 
<PAGE> 
     12   Real Property. 
 
          ( )     Sellers own, or as of the Closing will own, and have good  
     and marketable title to all the Real Property, which is all the real  
     property owned or leased by Sellers and used or held for use in the  
     Business.  There are no persons (other than Sellers) in possession of any  
     portion of the Real Property as lessees, tenants at sufferance, or  
     trespassers, nor does any person (other than Sellers) have a lease,  
     tenancy, or other right of occupancy or use of any portion of the Real  
     Property, except as specified on Schedule 3.13.  Unless otherwise  
     disclosed on Schedule 3.13, any lease, tenancy, or other right of  
     occupancy or use disclosed on Schedule 3.13 may be terminated by Sellers  
     at any time upon giving not more than thirty (30) days written notice,  
     and, if directed by Buyer, Sellers shall give notice of termination at  
     the Closing.  The Real Property has full and free access to and from  
     public highways, streets, and roads, and Sellers have no knowledge of any  
     pending or threatened Proceeding that would limit or result in the  
     termination of such access.  To Sellers' knowledge, there exists no  
     Proceeding or court order, or building code provision, deed restriction,  
     or restrictive covenant (recorded or otherwise), or other private or  
     public limitation, that might in any way have a Material Adverse Effect  
     upon the continued use of the Real Property by Sellers in the manner it  
     is currently used. 
 
          (a)     All buildings, improvements, and fixtures situated on the  
     Real Property conform to all Applicable Laws, the failure of which would  
     have a Material Adverse Effect.  All the Real Property is zoned for the  
     various purposes for which such Real Property is being used, and there  
     exists no pending or, to the knowledge of Sellers, threatened Proceeding  
     that might adversely affect the validity of such zoning. 
 
          (b)     The Real Property is connected to and serviced by water,  
     sewage disposal, gas, telephone, and electric facilities that are  
     adequate for the current use of the Real Property and, to the knowledge  
     of Sellers, are in compliance with all Applicable Laws.  All public  
     utilities required for the operation of the Real Property enter the Real  
     Property through adjoining public streets or, if they pass through  
     adjoining private land, do so in accordance with valid public easements,  
     and all utility lines and mains located on the Real Property have been  
     properly dedicated to, and are serviced and maintained by, the  
     appropriate public or quasi-public entity. 
 
          (c)     Except as set forth on Schedule 3.13, (i) the buildings,  
     improvements, and fixtures situated on the Real Property are in operating  
     condition (excepting ordinary wear and tear), (ii) Sellers have performed  
     all maintenance thereon in the ordinary course consistent with past  
     practice, and (iii) to Sellers' knowledge, the buildings, improvements,  
     and fixtures situated on the Real Property are free of any latent or  
     patent structural defects. 
 
          (d)     Neither the whole nor any part of the Real Property is  
     subject to any pending Proceeding for condemnation or other taking by any  
     Governmental Entity, and, to the knowledge of Sellers, no such  
     condemnation or other taking is contemplated or threatened. 
 
          (e)     There are no delinquent Taxes, assessments, charges, debts,  
     liabilities, claims, or obligations arising from the construction,  
     occupancy, ownership, use, or operation of the Real Property, or the  
     buildings, improvements, or fixtures situated thereon, or the business  
<PAGE> 
     operated thereon, which could give rise to any mechanic's or  
     materialmen's or other statutory lien against the Real Property, or the  
     buildings, improvements, or fixtures situated thereon, or any part  
     thereof, or for which Buyer will be responsible. 
 
          (f)     Sellers have delivered to Buyer accurate and complete copies  
     of all title insurance policies, title reports, other title documents,  
     surveys, certificates of occupancy, and Permits in the possession of  
     Sellers relating to the Real Property or the buildings, improvements, or  
     fixtures situated thereon. 
 
          (g)     No Seller is a "foreign person" within the meaning of  
     Sections 1445 and 7701 of the Code. 
 
     13   Tangible Personal Property.  Set forth on Schedule 3.14 is a list, 
as of the most recent practicable date, of all furniture, equipment, 
machinery, computer hardware, materials, motor vehicles, rolling stock, 
apparatus, tools, implements, appliances, and other tangible personal property 
(other than spare parts, supplies, and inventories) owned or leased by Sellers 
and used or held for use in the Business. 
 
     14   Leased Property.  Set forth on Schedule 3.15 is a list of all leases 
(copies of which have been provided to Buyer) under which Sellers are lessees 
of real or personal property used or held for use in the Business.  Sellers 
have good and valid leasehold interests in all such properties held by them 
under lease.  Sellers have been in peaceable possession (or remedied any 
claims relating thereto) of the property covered by each such leases since the 
commencement of the original term of such lease.  No waiver, indulgence, or 
postponement of Sellers' obligations under any such lease has been granted by 
the lessor or of the lessor's obligations thereunder by Sellers.  No Seller is 
in breach of or in default under, and no event has occurred that (with or 
without the giving of notice or the passage of time or both) would constitute 
a default under, any of such leases, and Sellers have not received any notice 
from, or given any notice to, any lessor indicating that a Seller or such 
lessor is in breach of or in default under any of such leases.  To the 
knowledge of Sellers, none of the lessors under any of such leases is in 
breach thereof or in default thereunder.  Sellers have full right and power to 
occupy or possess, as the case may be, all the property covered by each such 
lease. 
 
     15   Inventory.  Other than as described in Schedule 3.16, all inventory 
(including raw materials, work-in-process, and finished goods) included in the 
Assets is merchantable, or suitable and usable for the production or 
completion of merchantable products, for sale in the ordinary course of the 
Business.  Other than as described in Schedule 3.16, none of such inventory is 
obsolete, discontinued, returned, damaged, overage, or of below standard 
quality or merchantability, except for items that have been written down to 
realizable market value.  Each item of such inventory is reflected in Sellers' 
books and records, has been properly classified as to quality, and is valued 
in accordance with U.S. GAAP consistently applied using the last-in, first-out 
method of inventory valuation.  Finished goods in such inventory conform to 
the applicable specifications of Sellers, including all applicable warranties, 
whether express or implied, given in connection with the sales of such goods 
and under Applicable Law, and are free from defects in design, workmanship, 
and material.  Sellers also maintain sufficient inventories of spare and 
replacement parts to meet any repair and replacement obligations in the 
ordinary course of the Business, under applicable warranties or otherwise. 
 
<PAGE> 
     16   Receivables.  Except as set forth on Schedule 3.17, all receivables 
(including accounts and notes receivable, employee advances, and accrued 
interest receivables) of Sellers as reflected on the Latest Balance Sheet and 
the Receivables Schedules or arising since the respective dates thereof 
generated by the Business are valid obligations of the respective makers 
thereof, have arisen in the ordinary course of the Business, are not subject 
to any valid defenses, counterclaims, or set offs, and are collectible in full 
at their recorded amounts in the ordinary course of the Business without 
resort to litigation or other extraordinary collection efforts, net of all 
cash discounts and doubtful accounts as reflected on the Latest Balance Sheet 
and the Receivables Schedules (in the case of receivables so reflected) or on 
the books of Sellers included in the Assets (in the case of receivables 
arising since the date thereof).  The allowances for doubtful accounts 
reflected in the Latest Balance Sheet and on the books of Sellers were 
determined in accordance with U.S. GAAP and were and are reasonable in light 
of historical data and other relevant information. 
 
     17   Intellectual Property. 
 
          ( )     Set forth on Schedule 3.18 is a list of all patents, trade  
     secrets and trademarks included in the Intellectual Property used or held  
     for use in the Business.  Schedule 3.18 specifies, as applicable: (i) the  
     nature of such patents, trade secrets and trademarks; (ii) the owner of  
     such patents, trade secrets and trademarks; (iii) the jurisdictions by or  
     in which such patents, trade secrets and trademarks are recognized  
     without regard to registration or has been issued or registered or in  
     which an application for such issuance or registration has been filed,  
     including the respective registration or application numbers; and (iv)  
     all licenses, sublicenses, and other agreements to which Sellers are  
     parties and pursuant to which Sellers or any other person is authorized  
     to use such patents, trade secrets and trademarks, including the identity  
     of all parties thereto, a description of the nature and subject matter  
     thereof, the applicable royalty, and the term thereof. 
 
          (a)     The listed Intellectual Property constitutes all  
     Intellectual Property necessary for or, to Sellers' knowledge, otherwise  
     of value in connection with the operation of the Business as presently or  
     historically conducted.  Sellers have good and marketable title to or are  
     validly licensed (as disclosed in Schedule 3.18) to use all such  
     Intellectual Property.  To Sellers' knowledge, each item of such  
     Intellectual Property is in full force and effect, Sellers are in  
     compliance with all their obligations with respect thereto, and, to the  
     knowledge of Sellers, no event has occurred that permits, or upon the  
     giving of notice or the passage of time or otherwise would permit, the  
     revocation or termination of any thereof.  There are no Proceedings  
     pending, or to the knowledge of Sellers threatened, against Sellers  
     asserting that the use by Sellers of any of such Intellectual Property  
     infringes the rights of any other person or seeking revocation,  
     termination, or concurrent use of any of such Intellectual Property, and  
     there is, to the knowledge of Sellers, no basis for any such Proceeding.   
     To the knowledge of Sellers, none of such Intellectual Property is being  
     infringed upon by any other person.  None of such Intellectual Property  
     is subject to any outstanding judgment, order, writ, injunction, or  
     decree of any Governmental Entity, or any agreement, arrangement, or  
     understanding, written or oral, restricting the scope or use thereof.  To  
     the knowledge of Sellers, the conduct of the Business at any time prior  
     to the Closing Date did not infringe upon or otherwise misappropriate any  
     Intellectual Property of any other person. 
 
<PAGE> 
     18   Permits.  Set forth on Schedule 3.19 is a list of all Permits held 
by Sellers that relate to the Assets or the Business.  Such Permits constitute 
all the Permits necessary or required for the ownership and operation of the 
Assets and the conduct of the Business, the failure of which would have a 
Material Adverse Effect.  Each of such Permits is in full force and effect, 
Sellers are in material compliance with all their obligations with respect 
thereto, and, to the knowledge of Sellers, no event has occurred that permits, 
or with or without the giving of notice or the passage of time or both would 
permit, the revocation or termination of any thereof.  Except as disclosed on 
Schedule 3.19, no notice has been issued by any Governmental Entity and no 
Proceeding is pending or, to the knowledge of Sellers, threatened with respect 
to any alleged failure by Sellers to have any Permit or any alleged failure by 
Sellers to comply with any Permit. 
 
     19   Contracts and Agreements. 
 
          ( )  Set forth on Schedule 3.20 is a list of all the following  
     leases, contracts, agreements, practices, arrangements, and  
     understandings (written or oral, formal or informal) (collectively, for  
     purposes of this Section 3.20, "agreements") to which Sellers are parties  
     or by which Sellers are otherwise bound that relate to the Assets or the  
     Business: 
 
               ( )     collective bargaining agreements and similar agreements  
          with employees as a group; 
 
               (i)     employee benefit agreements, trusts, plans, funds, or  
          other arrangements of any nature, including those referred to in  
          Section 5.2(c)(i); 
 
               (ii)    agreements with any director, officer, employee,  
          consultant, or advisor of Sellers or any of their affiliates; 
 
               (iii)   agreements between or among Sellers and any of their  
          affiliates; 
 
               (iv)    indentures, mortgages, security agreements, notes, loan  
          or credit agreements, or other agreements relating to the borrowing  
          of money by Sellers or to the direct or indirect guarantee or  
          assumption by Sellers of any obligation of others, including any  
          agreement that has the economic effect, although not the legal form,  
          of any of the foregoing; 
 
               (v)     agreements relating to the acquisition or disposition  
          of assets (other than sales of inventory in the ordinary course of  
          business), including agreements relating to product returns by  
          customers; 
 
               (vi)    agreements with respect to the lease of real or  
          personal property; 
 
               (vii)   agreements concerning the management or operation of  
          any real property; 
 
               (viii)  broker, distributor, dealer, manufacturer's  
          representative, sales, agency, sales promotion, advertising, market  
          research, marketing, consulting, research and development,  
          maintenance, service, and repair agreements, except for any  
<PAGE> 
          maintenance, service or repair agreements which are terminable  
          without penalty on less than thirty (30) days notice or involve  
          payments of less than $1,000 per month; 
 
               (ix)    license, royalty, or other agreements relating to  
          Intellectual Property; 
 
               (x)     partnership, joint venture, and profit sharing  
          agreements; 
 
               (xi)    agreements with any Governmental Entity; 
 
               (xii)   agreements relating to the release or disposal of  
          hazardous material (as such term is defined in Section 3.22); 
 
               (xiii)  agreements in the nature of a settlement or a  
          conciliation agreement arising out of any claim asserted by any  
          other person; 
 
               (xiv)   agreements containing any covenant limiting the freedom  
          of Sellers to engage in any line of business or compete with any  
          other person in any geographic area or during any period of time;  
          and 
 
               (xv)    powers of attorney granted by Sellers in favor of any  
          person. 
 
          (a)  Sellers have delivered to Triangle or Buyer accurate and  
     complete copies of the agreements listed on Schedule 3.20.  Each of such  
     agreements is a valid and binding agreement of the Sellers who are  
     parties thereto and, to Sellers' knowledge, of the other party or parties  
     thereto, enforceable against Sellers and such other party or parties in  
     accordance with its terms except as such enforcement may be affected by  
     bankruptcy or equitable principles.  Sellers are not in breach of or in  
     default under, nor has any event occurred that (with or without the  
     giving of notice or the passage of time or both) would constitute a  
     default by Sellers under, any material provision of any of such  
     agreements, and Sellers have not received any notice from, or given any  
     notice to, any other party indicating that Sellers are in breach of or in  
     default under any of such agreements.  To the knowledge of Sellers, no  
     other party to any of such agreements is in breach of or in default under  
     such agreements, nor has any assertion been made by Sellers of any such  
     breach or default.  Except as disclosed on Schedule 3.20, each of such  
     agreements is freely and fully assignable to Buyer without penalty or  
     other adverse consequence. 
 
          (b)  Sellers have not received notice of any plan or intention of  
     any other party to any agreement to exercise any right of offset with  
     respect to, or any right to cancel or terminate, any agreement, and  
     Sellers do not know of any fact or circumstance that would justify the  
     exercise by any such other party of such a right other than the automatic  
     termination of such agreement in accordance with its terms.  Sellers do  
     not currently contemplate, or have reason to believe any other person  
     currently contemplates, any amendment or change to any agreement that  
     could have a Material Adverse Effect. 
 
<PAGE> 
     20   ERISA; Accrued Compensation. 
 
          ( )  Set forth on Schedule 3.21 is a list of all employee benefit  
     plans (as defined in Section 3(3) of ERISA), that are maintained by or  
     contributed to by Sellers for employees who are employed in connection  
     with the Assets or the Business.  During the past five years, no Seller  
     and no affiliate of any Seller has made or been required to make  
     contributions to any "multiemployer plan", as defined in Section 3(37) of  
     ERISA.  Sellers and all the affiliates of Sellers have paid and  
     discharged promptly when due all liabilities and obligations arising  
     under ERISA or the Code of a character that if unpaid or unperformed  
     might result in the imposition of a lien against any of the Assets.  For  
     purposes of this Section 3.21 only, an "affiliate" of any person means  
     any other person that, together with such person, would be treated as a  
     single employer under Section 414 of the Code.  The only plans set forth  
     on Schedule 3.21 which individually or collectively would constitute an  
     "employee pension benefit plan" as defined in Section 3(2) of ERISA are  
     identified as such on Section 3.21.  Such plans are referred to in this  
     Section as the "Pension Plans". 
 
          (a)  The Sellers have delivered to Triangle or Buyer or its  
     representatives accurate and complete copies of the Pension Plans as  
     currently in effect (and the related trust agreements) and all amendments  
     thereto, the most recent summary plan descriptions for such Plans, the  
     three most recent annual reports (form 5500 or 5500C/R including, if  
     applicable, Schedule B thereto) filed with the IRS for such Plans, and  
     the most recent favorable IRS determination letters for such Plans (the  
     dates of which are set forth in Schedule 3.21). 
 
          (b)  Except to the extent that amendments may be required to be  
     adopted as a result of the Uniformed Services Employment and Reemployment  
     Rights Act of 1994 and the Small Business Job Protection Act of 1996, the  
     Searcy Flooring, Inc. Profit Sharing Plan as amended and restated  
     effective as of March 1, 1989 (the "Profit Sharing Plan"), is a qualified  
     plan within the meaning of Section 401(a) of the Code as of the Closing  
     Date and for prior plan years for which the statute of limitations has  
     not expired (the "Open Period") and the trust forming a part thereof is  
     exempt from taxes pursuant to Section 501(a) of the Code for the Open  
     Period.  This representation does not extend to the qualifications of the  
     Profit Sharing Plan either with respect to amendments that may be adopted  
     by the Buyer subsequent to the Closing Date that may have an effective  
     date prior to the Closing Date or to the operations of the Profit Sharing  
     Plan subsequent to the Closing Data as such operations may impact the  
     qualification of the Profit Sharing Plan for current plan year.  With  
     respect to the Open Period, nothing done or omitted to be done and no  
     transaction or holding of any asset under or in connection with the  
     Searcy Flooring, Inc. Profit Sharing Plan through the Closing Date has or  
     will make Triangle or Buyer (or any affiliate thereof) or any director or  
     officer thereof subject to any liability under Title I of ERISA or liable  
     for on behalf of the Profit Sharing Plan, or by an participant therein,  
     alleging a breach or breaches of fiduciary duties or violations of ERISA  
     or the Code which could result in liability on the part of Triangle or  
     Buyer (or any affiliate thereof), its officers or directors or such  
     Profit Sharing Plan, under ERISA or the Code and, to the best knowledge  
     of Sellers, there is no basis for any such claim.  The Profit Sharing  
<PAGE> 
     Plan has been maintained in substantial compliance with its terms and the  
     requirements presented by ERISA and the Code. 
 
          (c)  Except to the extent that amendments may be required to be  
     adopted as a result of the Uniformed Services Employment and Reemployment  
     Rights Act of 1994 and the Small Business Job Protection Act of 1996, the  
     Employees' Retirement Savings Plan as amended and restated effective as  
     of November 1, 1989, (the "401(k) Plan") is a qualified plan within the  
     meaning of Section 401(a) of the Code as of the Closing Date and prior  
     plan years for which the statute of limitations has not expired, and, as  
     such the plan assets being transferred (the "Transferred Assets") to the  
     similar plan being established by Buyer are being transferred from a  
     qualified plan.  There are not threatened or pending claims by or on  
     behalf of the Transferred Assets, or by any participant having an  
     interest in the Transferred Assets, alleging a breach or breaches of  
     fiduciary duties or violations of ERISA or the Code which could result in  
     liability on the part of Triangle or Buyer (or any affiliate thereof),  
     its officers or directors or such Transferred Assets under ERISA or the  
     Code and, to the best knowledge of the Sellers, there is no basis for  
     such claim. 
 
          (d)  Sellers have calculated and accrued all Compensation earned by  
     all Employees under all Employment Arrangements relating to any Employees  
     of the Business, including without limitation all plans and arrangements  
     identified on Schedules 3.20 and 3.21, for all periods through and  
     including the Closing Date (and for salaried Employees of Robbins,  
     through and including March 31, 1997), except for the accrued  
     Compensation under the Profit Sharing Plan for the period November 1,  
     1996 through the Closing Date, which shall be accrued in accordance with  
     Section 6.5(e).  All such Compensation has been calculated as required by  
     the terms of said plans and arrangements, or if not fixed by the existing  
     terms of the plans and arrangements, in a manner no less favorable to  
     participants therein than the manner in which such Compensation was  
     calculated during the fiscal year ended October 31, 1997.  All such  
     Compensation required to be paid prior to the Closing Date pursuant to  
     Section 6.5 has been paid in full. 
 
     21   Environmental Matters. 
 
          ( )  Except as disclosed on Schedule 3.22: 
 
               ( )     to Sellers' knowledge, the Business and the Assets  
          currently comply with Applicable Environmental Laws (as defined  
          below); 
 
               (i)     the Business and the Assets are not subject to any  
          existing, pending, or to the knowledge of Sellers threatened,  
          Proceeding under, or to any remedial obligations under, any  
          Applicable Environmental Laws; 
 
               (ii)    all Permits, if any, required to be obtained by Sellers  
          under any Applicable Environmental Laws in connection with any  
          aspect of the Business, including without limitation those relating  
          to the treatment, storage, disposal, or release of a hazardous  
          material (as defined below), have been duly obtained and are in full  
          force and effect, and Sellers are in material compliance with the  
          terms and conditions of all such Permits; 
 
<PAGE> 
               (iii)   Sellers, with respect to the Business and the Assets,  
          have at all times materially satisfied all Applicable Environmental  
          Laws, and Sellers have not received any notice of noncompliance with  
          any Applicable Environmental Laws; 
 
               (iv)    to Sellers' knowledge, there are no physical or  
          environmental conditions existing on the Real Property or resulting  
          from Sellers' operations or activities, past or present, at any  
          location, that would give rise to any on-site (at the Real Property)  
          or off-site (from the Real Property) remedial obligations under any  
          Applicable Environmental Laws; 
 
               (v)     since the effective date of the relative requirements  
          of Applicable Environmental Laws, all hazardous materials generated  
          by Sellers in connection with the Business or the Assets have been  
          transported only by carriers authorized under Applicable  
          Environmental Laws to transport such materials, and have been  
          disposed of only at treatment, storage, and disposal facilities  
          authorized under Applicable Environmental Laws to treat, store, or  
          dispose of such materials, and, to the knowledge of Sellers, such  
          carriers and facilities have been and are operating in compliance  
          with such authorizations and are not the subject of any existing,  
          pending, or threatened Proceeding in connection with any Applicable  
          Environmental Laws; 
 
               (vi)    to Sellers' knowledge, there has been no exposure of  
          any person or property to hazardous materials in violation of  
          Applicable Environmental Laws , nor has there been any release of  
          hazardous materials into the environment in violation of Applicable  
          Environmental Laws, by Sellers in connection with the Business or  
          the Assets that could reasonably be expected to give rise to any  
          claim for damages or compensation; and 
 
               (vii)   Sellers have made available to Triangle or Buyer all  
          internal and external environmental audits and studies and all  
          correspondence on substantial environmental matters in the  
          possession of Sellers relating to the Business or the Assets;  
          provided, that any privileged portion of such correspondence may  
          have been redacted therefrom. 
 
          (a)  Irrespective of any other provision contained in this  
     Agreement, all representations and warranties made by Sellers in this  
     Agreement pertaining to hazardous materials, Applicable Environmental  
     Laws, and any other environmental, health or safety matters are set forth  
     solely in this Section 3.22. 
 
          (b)  For purposes of this Agreement: 
 
               ( )     "Applicable Environmental Laws" means any and all  
          Applicable Laws pertaining to health, safety, occupational safety,  
          or the environment currently in effect in any and all jurisdictions  
          in which Sellers have conducted the Business or owned or leased the  
          Assets, including, without limitation, the Clean Air Act, as  
          amended, the Comprehensive Environmental Response, Compensation and  
          Liability Act of 1980, as amended, the Rivers and Harbors Act of  
          1899, as amended, the Federal Water Pollution Control Act, as  
          amended, the Occupational Safety and Health Act of 1970, as amended,  
<PAGE> 
          the Resource Conservation and Recovery Act of 1976, as amended, the  
          Safe Drinking Water Act, as amended, the Toxic Substances Control  
          Act, as amended, the Superfund Amendments and Reauthorization Act of  
          1986, as amended, the Hazardous Materials Transportation Act, as  
          amended, any regulations promulgated under such laws and any state  
          law and other environmental conservation or protection laws; and 
 
               (i)     "hazardous material" means (A) any substance that is  
          now listed, defined, considered or classified as hazardous, toxic or  
          a solid waste pursuant to any Applicable Environmental Laws, (B)  
          petroleum (including crude oil and any fraction thereof), natural  
          gas, and natural gas liquids, (C) asbestos and asbestos containing  
          materials, in any form, whether friable or non-friable, and (D)  
          radon gas. 
 
     22   Labor Relations. 
 
          ( )  Except as disclosed on Schedule 3.23, with respect to the  
     Business at the plants operated on the Real Property, (i) there are no  
     collective bargaining agreements, labor union contracts or similar  
     agreements applicable to any employee to or by which a Seller is a party  
     or is bound, no such agreement or contract has been requested by any  
     employee or group of employees of any Seller, and no discussions have  
     occurred with respect thereto by the management of either Robbins or  
     Searcy with any such employee; (ii) no employee of any Seller is  
     represented by any labor organization, collective bargaining  
     representative, or group of employees; (iii) no labor organization,  
     collective bargaining representative, or group of employees claims to  
     represent a majority of the employees of any Seller in an appropriate  
     unit of a Seller; (iv) no Seller is aware of or involved with any  
     representational campaign or other organizing activities by any union or  
     other organization or group seeking to become the collective bargaining  
     representative of any of the employees of any Seller; (v) no Seller is  
     obligated to bargain collectively with respect to wages, hours, and other  
     terms and conditions of employment with any recognized or certified labor  
     organization, collective bargaining representative, or group of employees  
     representing employees of any Seller; and (vi) no Seller is aware of any  
     strike, work stoppage, work slowdown, or lockout or any threat thereof,  
     except for routine grievance matters, by or with respect to any employee  
     of any Seller, and since November 1, 1994, there has been no significant  
     labor dispute, strike, work stoppage, work slowdown, lockout, or similar  
     matter involving any of the employees of any Seller. 
 
          (a)  With respect to the employees engaged in the Business, Sellers  
     are in compliance with all Applicable Laws pertaining to employment and  
     employment practices and wages, hours, and other terms and conditions of  
     employment in respect of their employees and have no accrued liability  
     for any arrears of wages or any Taxes or penalties for failure to comply  
     with any thereof.  With respect to the employees engaged in the Business,  
     no Seller is engaged in any unfair labor practice or unlawful employment  
     practice.  There is no pending, or to the knowledge of Sellers  
     threatened, Proceeding against or involving Sellers by or before, and  
     Sellers are not subject to any judgment, order, writ, injunction, or  
     decree of or inquiry from, the National Labor Relations Board, the Equal  
     Employment Opportunity Commission, the Department of Labor, or any other  
     Governmental Entity in connection with any current, former, or  
     prospective employee of any Seller. 
 
<PAGE> 
          (b)  Sellers, to their knowledge, believe that their respective  
     relations with the employees of the Business are satisfactory. 
 
     23   Customers and Suppliers.  Set forth on Schedule 3.24 is a list of 
(i) the names of, and the dollar volume and percentage of products or services 
purchased by Sellers from, each Seller's 10 largest suppliers of products and 
services with respect to the Business (in terms of purchases) during each of 
the fiscal years ended October 31, 1995 and October 31, 1996, (ii) the dollar 
volume and percentage of sales by Sellers to each Seller's 25 largest 
customers of products and services with respect to the Business (in terms of 
sales) during each of such periods.  Other than as set forth on Schedule 3.24, 
(i) none of such current customers or suppliers has refused, or communicated 
that it will or may refuse, to purchase or supply products or services from or 
to Sellers or has communicated that it will or may substantially reduce the 
amount of products or services that it is willing to purchase from or supply 
to Sellers, (ii) no Seller is past due (in accordance with the stated invoice 
terms) with respect to any amounts owed to any of the suppliers listed or 
required to be listed on Schedule 3.24, and (iii) there has not been any 
material adverse change in the business relationship of any Seller with any 
customer or supplier listed or required to be listed on Schedule 3.24. 
 
     24   Insurance.  Sellers maintain with sound and reputable insurers, and 
there are currently in full force and effect, policies of insurance with 
respect to the Assets and the Business against such casualties and 
contingencies of such types and in such amounts as are customary for 
corporations of similar size engaged in similar lines of business.  All 
premiums due and payable with respect to such policies have been timely paid.  
No notice of cancellation of, or indication of an intention not to renew, any 
such policy has been received by any Seller. 
 
     25   Books and Records.  All the books and records of Sellers relating to 
the Assets or the Business, including all personnel files, employee data, and 
other materials relating to employees of the Business, are substantially 
complete and correct, have been maintained in accordance with good business 
practice and all Applicable Laws, and, in the case of the books of account, 
have been prepared and maintained in accordance with generally accepted 
accounting principles consistently applied.  Such books and records accurately 
and fairly reflect, in reasonable detail, all transactions, revenues, 
expenses, assets, and liabilities of Sellers with respect to the Business. 
 
     26   Brokerage Fees.  Sellers and their affiliates have not retained any 
financial advisor, broker, agent, or finder or paid or agreed to pay any 
financial advisor, broker, agent, or finder on account of this Agreement or 
any transaction contemplated hereby.  Sellers shall indemnify and hold 
harmless Triangle and Buyer from and against any and all losses, claims, 
damages, and liabilities (including legal and other expenses reasonably 
incurred in connection with investigating or defending any claims or actions) 
with respect to any finder's fee, brokerage commission, or similar payment in 
connection with any transaction contemplated hereby asserted by any person on 
the basis of any act or statement made or alleged to have been made by Sellers 
or any of their affiliates. 
 
     27   Insider Interests.  Except as disclosed on Schedule 3.28, no Insider 
(hereinafter defined) is presently directly, or to the knowledge of Sellers 
indirectly, a party to any transaction or agreement with any Seller, 
including, without limitation, any agreement, arrangement, or understanding, 
written or oral, providing for the employment of, furnishing of services by, 
rental of real or personal property from, use of real or personal property by, 
or requiring payments to, any Insider.  As used herein, "Insider" means any 
<PAGE> 
shareholder, director, officer, or management employee of any Seller or any 
former owner of an interest in either Robbins or Searcy.  To the knowledge of 
Sellers, no director, officer, or management employee of any Seller owns any 
interest in, or serves as a director, officer, or management employee of, any 
customer, supplier, or competitor of Sellers (other than an interest in a 
public corporation that does not exceed one percent (1%) of its outstanding 
securities). 
 
     28   Disclosure.  No representation or warranty made by any Seller in 
this Agreement, and no statement of any Seller contained in any document, 
certificate, or other writing furnished or to be furnished by Sellers pursuant 
hereto or in connection herewith, contains or will contain, at the time of 
delivery, any untrue statement of a material fact or omits or will omit, at 
the time of delivery, to state any material fact necessary in order to make 
the statements contained therein, in light of the circumstances under which 
they are made, not misleading, the statement or omission of which will have a 
Material Adverse Effect. 
 
     29   Representations and Warranties on Closing Date.  The representations 
and warranties made in this Article III will be true and correct on and as of 
the Closing Date with the same force and effect as if such representations and 
warranties had been made on and as of the Closing Date, except that any such 
representations and warranties that expressly relate only to an earlier date 
shall be true and correct on the Closing Date as of such earlier date. 
 
 
III. 
 
              REPRESENTATIONS AND WARRANTIES OF TRIANGLE AND BUYER 
 
     Triangle and Buyer each represents and warrants to Sellers that: 
 
     0    Corporate Organization.  Each of Triangle and Buyer is a corporation 
duly organized, validly existing, and in good standing under the laws of the 
jurisdiction of its incorporation and has all requisite corporate power and 
corporate authority to own, lease, and operate its properties and to carry on 
its business as now being conducted. 
 
     1    Authority Relative to This Agreement.  Each of Triangle and Buyer 
has full corporate power and corporate authority to execute, deliver, and 
perform this Agreement and the Ancillary Documents to which it is a party and 
to consummate the transactions contemplated hereby and thereby.  The 
execution, delivery, and performance by each of Triangle and Buyer of this 
Agreement and the Ancillary Documents to which it is a party, and the 
consummation by it of the transactions contemplated hereby and thereby, have 
been duly authorized by all necessary corporate action of each of Triangle and 
Buyer.  This Agreement has been duly executed and delivered by Triangle and 
Buyer and constitutes, and each Ancillary Document executed or to be executed 
by Triangle or Buyer has been, or when executed will be, duly executed and 
delivered by Triangle or Buyer and constitutes, or when executed and delivered 
will constitute, a valid and legally binding obligation of Triangle or Buyer, 
enforceable against Triangle or Buyer in accordance with its respective terms, 
except that such enforceability may be limited by (i) applicable bankruptcy, 
insolvency, reorganization, moratorium, and similar laws affecting creditors' 
rights generally and (ii) equitable principles that may limit the availability 
<PAGE> 
of certain equitable remedies (such as specific performance) in certain 
instances and (iii) public policy considerations with respect to the 
enforceability of rights of indemnification. 
 
     2    Noncontravention.  The execution, delivery, and performance by each 
of Triangle and Buyer of this Agreement and the Ancillary Documents to which 
it is a party and the consummation by it of the transactions contemplated 
hereby and thereby do not and will not (i) conflict with or result in a 
violation of any provision of the charter or bylaws of Triangle or Buyer, (ii) 
conflict with or result in a violation of any provision of, or constitute 
(with or without the giving of notice or the passage of time or both) a 
default under, or give rise (with or without the giving of notice or the 
passage of time or both) to any right of termination, cancellation, or 
acceleration under, or require any consent, approval, authorization, or waiver 
of any party to, any bond, debenture, note, mortgage, indenture, lease, 
contract, agreement, or other instrument or obligation to which either 
Triangle or Buyer is a party or by which either Triangle or Buyer or any of 
its properties may be bound or any Permit held by either Triangle or Buyer, 
(iii) result in the creation or imposition of any Encumbrance upon the 
properties of either Triangle or Buyer, or (iv) violate any Applicable Law 
binding upon either Triangle or Buyer. 
 
     3    Governmental Approvals.  No consent, approval, order, or 
authorization of, or declaration, filing, or registration with, any 
Governmental Entity is required to be obtained or made by either Triangle or 
Buyer in connection with the execution, delivery, or performance by either 
Triangle or Buyer of this Agreement and the Ancillary Documents to which it is 
a party or the consummation by it of the transactions contemplated hereby or 
thereby, other than (i) compliance with any applicable requirements of the 
Exchange Act; (ii) filings with Governmental Entities to occur in the ordinary 
course following the consummation of the transactions contemplated hereby; and 
(iii) such consents, approvals, orders, or authorizations that, if not 
obtained, and such declarations, filings, or registrations that, if not made, 
would not, individually or in the aggregate, have a Material Adverse Effect on 
the business, assets, results of operations, condition (financial or 
otherwise), or prospects of Triangle and its subsidiaries considered as a 
whole or on the ability of either Triangle or Buyer to consummate the 
transactions contemplated hereby. 
 
     4    Legal Proceedings.  There are no Proceedings pending, or to the 
knowledge of either Triangle or Buyer threatened, seeking to restrain, 
prohibit, or obtain damages or other relief in connection with this Agreement 
or the transactions contemplated hereby. 
 
     5    Brokerage Fees.  Neither Triangle nor any of its affiliates has 
retained any financial advisor, broker, agent, or finder or paid or agreed to 
pay any financial advisor, broker, agent, or finder on account of this 
Agreement or any transaction contemplated hereby.  Triangle shall indemnify 
and hold harmless Sellers from and against any and all losses, claims, 
damages, and liabilities (including legal and other expenses reasonably 
incurred in connection with investigating or defending any claims or actions) 
with respect to any finder's fee, brokerage commission, or similar payment in 
connection with any transaction contemplated hereby asserted by any person on 
the basis of any act or statement made or alleged to have been made by 
Triangle or any of its affiliates. 
 
     6    Disclosure.  No representation or warranty made by either Triangle 
or Buyer in this Agreement, and no statement of either Triangle or Buyer 
contained in any document, certificate, or other writing furnished or to be 
furnished by either Triangle or Buyer pursuant hereto or in connection 
herewith, contains or will contain, at the time of delivery, any untrue  
<PAGE> 
statement of a material fact or omits, or will omit, at the time of delivery, 
to state any material fact necessary in order to make the statements contained 
therein, in the light of the circumstances under that they are made, not 
misleading. 
 
     7    Representations and Warranties on Closing Date.  The representations 
and warranties made in this Article IV will be true and correct on and as of 
the Closing Date with the same force and effect as if such representations and 
warranties had been made on and as of the Closing Date, except that any such 
representations and warranties that expressly relate only to an earlier date 
shall be true and correct on the Closing Date as of such earlier date. 
 
 
IV. 
 
                      CONDUCT OF BUSINESS PENDING CLOSING 
 
     Sellers hereby covenant and agree with Triangle and Buyer as follows: 
 
     0    Conduct and Preservation of Business.  Except as expressly provided 
in this Agreement, during the period from the date hereof to the Closing, 
Sellers (i) shall conduct the Business only in the ordinary course consistent 
with past practice and in compliance with this Agreement and all Applicable 
Laws; (ii) shall use their reasonable efforts consistent with past practice to 
preserve, maintain, and protect the Assets; and (iii) shall use their 
reasonable efforts consistent with past practice to preserve intact the 
business organization of the Business, to keep available the services of the 
employees conducting the Business, and to maintain existing relationships with 
suppliers, contractors, distributors, customers, and others having business 
relationships with the Business. 
 
     1    Restrictions on Certain Actions.  Without limiting the generality of 
the foregoing, and except as otherwise expressly provided in this Agreement, 
prior to the Closing, Sellers shall not, without the prior written consent of 
Buyer: 
 
          ( )  create, incur, guarantee, or assume any liability or obligation  
     in respect of the Business, except current liabilities incurred in the  
     ordinary course of the Business, to the extent necessary to preserve and  
     maintain the Business consistent with past practice; 
 
          (a)  mortgage or pledge any of the Assets or create or suffer to  
     exist any Encumbrance thereupon, other than those existing in connection  
     with the Permitted Encumbrances; 
 
          (b)  (i) enter into, adopt, or (except as may be required by law)  
     amend or terminate any bonus, profit sharing, compensation, severance,  
     termination, stock option, stock purchase, pension, retirement, deferred  
     compensation, employment, collective bargaining, severance, or other  
     employee benefit agreement, trust, plan, fund, or other arrangement for  
     the benefit or welfare of any employee of the Business; (ii) increase in  
     any manner the compensation or fringe benefits of any employee of the  
     Business other than in the ordinary course of business, consistent with  
     prior practice; or (iii) pay to any employee of the Business any benefit  
     not required by any employee benefit agreement, trust, plan, fund, or  
     other arrangement as in effect on the date hereof; 
 
<PAGE> 
          (c)  sell, lease, transfer, or otherwise dispose of, directly or  
     indirectly, any of the Assets, other than in the ordinary course of the  
     Business consistent with past practice; 
 
          (d)  make any capital expenditure or expenditures relating to the  
     Business that are not in the ordinary course of business or that in the  
     aggregate are in excess of $500,000; 
 
          (e)  pay, discharge, or satisfy any claims, liabilities, or  
     obligations relating to the Business (whether accrued, absolute,  
     contingent, unliquidated, or otherwise, and whether asserted or  
     unasserted), including without limitation any loans or other amounts  
     payable to shareholders or affiliates, other than the payment, discharge,  
     or satisfaction in the ordinary course of the Business consistent with  
     past practice, or in accordance with their terms, of liabilities  
     reflected or reserved against in the Latest Balance Sheet or incurred  
     since the date thereof in the ordinary course of the Business consistent  
     with past practice; 
 
          (f)  enter into, or amend, modify, or change, any lease, contract,  
     agreement, commitment, arrangement, or transaction relating to the  
     Business, except in the ordinary course of the Business consistent with  
     past practice; 
 
          (g)  delay payment of any account payable or other liability of  
     Sellers relating to the Business beyond its due date or the date when  
     such liability would have been paid in the ordinary course of the  
     Business consistent with past practice; 
 
          (h)  allow the levels of raw materials, work-in-process, finished  
     goods, supplies, and other materials included in the inventory of the  
     Business to vary in any material respect from the levels customarily  
     maintained by Sellers in the ordinary course of the Business consistent  
     with past practice; 
 
          (i)  permit any current insurance or reinsurance policies to be  
     cancelled or terminated or any of the coverages thereunder to lapse if  
     such policy covers Assets or insures risks, contingencies, or liabilities  
     of the Business, unless simultaneously with such cancellation,  
     termination, or lapse, replacement policies providing coverage equal to  
     or greater than the coverage cancelled, terminated, or lapsed are in full  
     force and effect and written copies thereof have been provided to  
     Triangle or Buyer; 
 
          (j)  authorize, declare, pay, or effect any dividend or liquidating  
     or other distribution in respect of its capital stock (other than in cash  
     for (i) payment of tax liabilities for tax periods ending prior to the  
     Closing resulting from the subchapter S corporation status of a Seller)  
     or (ii) payment of any obligations under any shareholder agreements or  
     any direct or indirect redemption, purchase, or other acquisition of any  
     of such stock (other than under any shareholder agreements); 
 
          (k)  deliberately take any action that would make any of the  
     representations or warranties of any Seller contained in this Agreement  
     untrue or inaccurate as of any time from the date of this Agreement to  
     the Closing or would or might result in any of the conditions set forth  
     in this Agreement not being satisfied; 
 
<PAGE> 
          (l)  enter into or amend any contract, agreement, or other  
     commitment that would have a Material Adverse Effect; or 
 
          (m)  authorize or propose, or agree in writing or otherwise to take,  
     any of the actions described in this Section 5.2. 
 
 
V. 
 
                              ADDITIONAL AGREEMENTS 
 
     0    Access to Information; Confidentiality. 
 
          ( )  Between the date hereof and the Closing, Sellers shall, and  
     shall cause Robbins International, Inc. to, (i) give Buyer and its  
     authorized representatives reasonable access to all employees, all  
     plants, offices, warehouses, and other facilities, and all books and  
     records, including work papers and other materials prepared by Sellers'  
     accountants, of Sellers and Robbins International relating to the Assets,  
     the Liabilities or the Business, (ii) permit Buyer and its authorized  
     representatives to make such inspections as they may reasonably require,  
     with respect to the Business or the Assets, and (iii) furnish Buyer and  
     its authorized representatives with such financial and operating data and  
     other information with respect to the Assets, the Liabilities and the  
     Business as Buyer may from time to time reasonably request; provided,  
     however, that no investigation pursuant to this Section 6.1 shall affect  
     any  representation or warranty of Sellers contained in this Agreement or  
     in any agreement, instrument, or document delivered pursuant hereto or in  
     connection herewith; provided further, that, any such representation or  
     warranty shall be modified or waived by such investigation to the extent  
     Buyer obtains actual knowledge in the course thereof that Sellers are in  
     violation or default under any such representation or warranty, and Buyer  
     does not immediately bring such violation or default to the attention of  
     Sellers and provide reasonable time for the cure thereof by Sellers. 
 
          (a)  Sellers acknowledge and agree that irreparable damage would  
     occur in the event any confidential information regarding the Assets or  
     the Business is disclosed to or utilized on behalf of any person that is  
     in competition with the Business.  Accordingly, Sellers covenant and  
     agree that they will not, and that they will cause their affiliates not  
     to, directly or indirectly, without the prior written consent of Buyer,  
     use or disclose any of such confidential information, except in the  
     normal course of operations of the Business or to authorized  
     representatives of Buyer; provided, however, that confidential  
     information shall not be deemed to include information that (i) was or  
     becomes generally available to the public other than as a result of  
     disclosure by Sellers or their affiliates or (ii) becomes available to  
     Sellers after the Closing on a nonconfidential basis from a source other  
     than Buyer, provided that such source is not known by Sellers to be bound  
     by a confidentiality agreement with respect to such confidential  
     information.  Notwithstanding the foregoing provisions of this paragraph,  
     Sellers and their affiliates may disclose any confidential information to  
     the extent that, in the written opinion of counsel for Sellers, such  
     person is legally compelled to do so, provided that, prior to making such  
     disclosure, such person advises and consults with Buyer regarding such  
     disclosure and provided further that such person discloses only that  
     portion of such confidential information as is legally required.  Buyer  
     acknowledges and agrees that the Confidentiality Agreement dated December  
<PAGE> 
     20, 1996 between Triangle and Sellers shall remain in effect as provided  
     therein. 
 
     1    Acquisition Proposals.  From and after the date of this Agreement 
until the earlier of the Closing or the termination of this Agreement, neither 
Sellers nor any affiliate, director, officer, employee, agent, or 
representative of Sellers shall, directly or indirectly, (i) solicit, 
initiate, or knowingly encourage any Acquisition Proposal (as defined below) 
or (ii) engage in discussions or negotiations with, or disclose any nonpublic 
information relating to the Assets or the Business to, any person that is 
considering making or has made an Acquisition Proposal.  Sellers shall 
immediately cease and cause to be terminated any existing activities, 
discussions, or negotiations with any persons conducted heretofore with 
respect to any Acquisition Proposal and shall promptly request each such 
person who has heretofore entered into a confidentiality agreement in 
connection with an Acquisition Proposal to return to Sellers all confidential 
information heretofore furnished to such person by or on behalf of Sellers.  
The term "Acquisition Proposal", as used in this Section 6.2, means any offer 
or proposal for, or any indication of interest in, the acquisition of the 
Assets or the Business or any portion thereof, other than the transactions 
contemplated or expressly permitted by this Agreement, by virtue of a merger, 
sale of assets or stock, or other acquisition of any of the stock of Robbins 
or Searcy or the assets of any of Sellers' residential flooring operations. 
 
     2    Third Party Consents.  Each of the Sellers and Buyer shall use their 
reasonable best efforts to obtain all consents, approvals, orders, 
authorizations, and waivers of, and to effect all declarations, filings, and 
registrations with, all third parties (including Governmental Entities) that 
are necessary, required, or deemed by Buyer to be desirable to enable Sellers 
to transfer the Assets to Buyer as contemplated by this Agreement and to 
otherwise consummate the transactions contemplated hereby.  All costs and 
expenses of obtaining or effecting any and all of the consents, approvals, 
orders, authorizations, waivers, declarations, filings, and registrations 
referred to in this Section 6.3 shall be borne by the party incurring the 
same. 
 
     3    Reasonable Best Efforts.  Each party hereto agrees that it will not 
voluntarily undertake any course of action inconsistent with the provisions or 
intent of this Agreement and will use its reasonable best efforts to take, or 
cause to be taken, all action and to do, or cause to be done, all things 
reasonably necessary, proper, or advisable under Applicable Laws to consummate 
the transactions contemplated by this Agreement.  Sellers shall cooperate with 
and assist Buyer and its authorized representatives in order to provide an 
efficient and orderly transfer of the control and management of the Assets and 
the Business to Buyer, to permit Buyer to assume the Liabilities without any 
changes in their repayment terms and conditions, and to avoid any undue 
interruption in the ongoing operations of the Assets and the Business 
following the Closing.  Sellers agree to take all necessary and reasonable 
action pursuant to Ark. Code Ann. - 26-52-207 and other Applicable Law so that 
Buyer will be issued all permits necessary to continue to conduct the 
Business. 
 
<PAGE> 
     4    Employee and Employee Benefit Plan Matters. 
 
          ( )  Sellers shall terminate the employment of all employees of the  
     Business effective as of the close of business on the Closing Date.   
     Buyer contemplates offering employment, effective the day after the  
     Closing Date, to substantially all of such employees upon such terms and  
     conditions as Buyer, in its sole discretion, determines.  At Buyer's  
     request, Sellers have not issued any notice required, if any is required,  
     by the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101,  
     et seq., or any state statute requiring notice to terminated or laid off  
     employees ("WARN"), whether such notice is required to be given before or  
     after the Closing Date.  Buyer agrees to and does hereby indemnify and  
     hold Sellers harmless from any damages, claims, fees, penalties, costs,  
     liabilities, compensation or any payments whatsoever required by WARN or  
     any state statute requiring notice to terminated or laid off employees  
     (collectively, the "WARN Compensation"), Sellers having refrained from  
     issuing said notice at the request of Buyer.  Sellers acknowledge and  
     agree that they, and not Buyer, are and shall remain solely responsible  
     for payment of any and all wages, salary, compensation, commission,  
     bonuses, severance pay, insurance, supplement, pension, deferred  
     compensation, retirement and any other benefits, premiums and claims, and  
     all federal, state and local withholding, social security and other Taxes  
     and governmental levies in connection therewith, other than the WARN  
     Compensation (collectively, "Compensation"), due, to become due,  
     committed, earned, accrued or otherwise promised to any person  
     (collectively, "earned") who, as of the Closing Date, is a retiree,  
     former employee, or current employee of any Seller (collectively,  
     "Employees") relating to the period prior to and including the Closing  
     Date, including without limitation all Compensation earned under the  
     plans and arrangements identified on Schedules 3.20 and 3.21, and with  
     respect to salaried Employees of Robbins, all Compensation relating to  
     the period through and including March 31, 1997, excepting only all  
     accrued vacation, sick pay, hourly wages (for March 27 and 28, 1997 for  
     Searcy Employees), and Profit Sharing Plan contributions (for the plan  
     year commencing November 1, 1996) included in the Liabilities.  Sellers  
     shall pay all such Compensation earned by all Employees as follows:   
 
               ( )     for hourly Employees of Robbins, all Compensation  
          earned through March 21, 1997 shall be paid on March 27, 1997, and  
          all unpaid Compensation earned through March 28, 1997 shall be paid  
          on or before April 4, 1997; 
 
               (i)     for salaried Employees of Robbins, all Compensation  
          earned through March 31, 1997 shall be paid on March 27, 1997; and 
 
               (ii)    for all Employees of Searcy, all Compensation earned  
          through March 26, 1997 shall be paid on or before March 27, 1997,  
          and all unpaid Compensation earned through March 28, 1997 shall be  
          paid on or before March 27, 1997; provided, that unpaid hourly wages  
          earned (and related Taxes) for March 27 and 28, 1997 may be accrued  
          on or before March 27 but not paid. 
 
          (a)  Other than as provided in Section 6.5(g) and in the proviso at  
     the end of this sentence, Buyer is not hereby, and at no time hereafter  
     will be, adopting, accepting, or assuming any employee benefit plan or  
<PAGE> 
     collective bargaining agreement of any Seller relating to any Seller's  
     employees or any other agreement, trust, plan, fund, or other arrangement  
     of Sellers that provides for employee benefits or perquisites  
     (collectively, "Employment Arrangements"), and Buyer shall have no  
     liability or obligation whatsoever under any Employment Arrangement to  
     Sellers or to any employees of Sellers, whether or not any of such  
     employees are offered employment by or become employees of Buyer;  
     provided, however, that Buyer shall credit such employees who do become  
     Buyer's employees for all accrued vacation and sick pay included in the  
     Liabilities.  Buyer is not obligated to replace any of the Employment  
     Arrangements for any employees of Sellers who become employees of Buyer,  
     nor is Buyer obligated to provide such persons with any similar  
     agreements, plans, or arrangements. 
 
          (b)  Sellers will comply after the Closing Date with the  
     requirements of Sections 601 through 608 of ERISA and Section 4980B of  
     the Code with respect to any employee or former employee of Sellers (and  
     any dependent or former dependent thereof) whose employment with Sellers  
     terminates in connection with or prior to Buyer's purchase of the Assets. 
     It is the express intention of the parties hereto that to the extent  
     necessary for Sellers to meet their obligations under this Section  
     6.5(c), Sellers shall cause one of their affiliates that maintains a  
     group health plan after the Closing Date to extend group health plan  
     coverage that complies with such requirements to any employee or former  
     employee of Sellers (and any dependent or former dependent thereof) whose  
     employment with Sellers terminates in connection with or prior to Buyer's  
     purchase of the Assets. 
 
          (c)  All employer contributions to the Employees' Retirement Savings  
     Plan (the "401(k) Plan") and the Searcy Flooring, Inc. Profit Sharing  
     Plan (the "Profit Sharing Plan") for employees of the Business for the  
     plan year ending October 31, 1996, shall be accrued and paid by Sellers  
     on or before the Closing Date.  To the extent the amount of contributions  
     required to be accrued and paid by this Section 6.5(d) for either the  
     401(k) Plan or the Profit Sharing Plan is not fixed by the existing terms  
     of said Plan, the amount of contributions accrued and paid for said Plan  
     shall be calculated in a manner no less favorable to participants of said  
     Plan than the manner in which was calculated the amount of the  
     contributions made to said Plan for its plan year ending October 31,  
     1995. 
 
          (d)  To the extent employer contributions for employees of the  
     Business are not made on or before the Closing Date to the 401(k) Plan  
     and the Profit Sharing Plan for the plan year commencing November 1,  
     1996, Sellers agree to accrue such contributions on their books in the  
     amounts required by the terms of said Plans, but only for the period of  
     time from November 1, 1996 through the Closing Date for the Profit  
     Sharing Plan and from November 1, 1996 through March 31, 1997 for the  
     401(k) Plan, (i) with respect to the 401(k) Plan, on or before the  
     Closing Date, and (ii) with respect to the Profit Sharing Plan, on or  
     before the date the Final Closing Statements are required to be delivered  
     pursuant to Section 1.7(a).  To the extent the amount of contributions  
     required to be accrued by this Section 6.5(e) for either the 401(k) Plan  
     or the Profit Sharing Plan is not fixed by the existing terms of said  
     Plan, the amount of contributions accrued for said Plan shall be  
     calculated in a manner no less favorable to participants of said Plan  
     than the manner in which was calculated the amount of the contributions  
     made to said Plan for its plan year ending October 31, 1995.  On or  
     before April 15, 1997, Robbins shall remit all employee contributions and  
     pay all accrued employer contributions payable by it to the 401(k) plan  
<PAGE> 
     for the period through the close of business on March 31, 1997,  
     determined as if participants employed by Robbins on the Closing Date are  
     employed by Robbins on March 31, provided that such contributions for the  
     period March 22 through March 31, 1997 shall be paid by May 15, 1997. 
 
          (e)  Certain salaried and hourly employees of the Sellers currently  
     participate in the 401(k) Plan.  Prior to the Closing Date, Buyer agrees  
     to take all action as may be necessary or appropriate to cause to be  
     established a similar plan and related trust.  Sellers agree to take all  
     such action as may be necessary or appropriate to cause the trustee of  
     the trust for the 401(k) Plan to effect an in kind transfer to the new  
     trust of the assets making up the accounts of and equal in value to the  
     account balances for those employees of the Business participating in the  
     401(k) Plan as of the close of business on the Closing Date who are  
     employed by Buyer on the first business day following the Closing Date  
     (including any earnings for periods through the close of business on the  
     Closing Date and contributions and loan repayments deducted from payrolls  
     issued on or before the Closing Date, but not yet credited as of the  
     close of business on the Closing Date), with such transfer to be effected  
     as soon as administratively practicable after the Closing Date, but in no  
     event later than 60 days after the Closing Date.  Sellers agree to make  
     available to Buyer the new plan all such data and other information as  
     may be necessary or appropriate for Buyer to properly maintain and  
     administer the new plan on and after the Closing Date.  Buyer agrees to  
     cause to be provided to the transferring trustee appropriate receipts and  
     accounting for the assets transferred to such trustee as may be  
     reasonably requested by such trustee.  Buyer agrees to file a timely  
     application for a determination letter from the Internal Revenue Service  
     to evidence that the new plan qualifies under Section 401(a) of the Code. 
 
          (f)  Certain hourly employees of the Sellers currently participate  
     in the Profit Sharing Plan.  Buyer and Sellers agree to take all such  
     action as may be necessary or appropriate to cause Buyer (or an affiliate  
     thereof) to assume the Profit Sharing Plan and be substituted for Searcy  
     Flooring, Inc., including being named as the sponsoring employer,  
     effective as of the Closing Date.  Sellers agree to make available to the  
     new sponsoring employer for the Profit Sharing Plan all such data and  
     other information as may be necessary or appropriate for such employer to  
     properly maintain and administer the Profit Sharing Plan on and after the  
     Closing Date.  Sellers agree to prepare and file timely the IRS Form 5500  
     series return required for the Profit Sharing Plan for its plan year  
     ending October 31, 1996 and to provide a copy of the same to Buyer.   
     Buyer agrees to prepare and file timely the IRS Form 5500 series return  
     required for the Profit Sharing Plan for its plan year commencing  
     November 1, 1996 and to provide a copy of the same to Sellers.  Sellers  
     agree to cause to be filed timely an IRS Form 1099-R (or any successor  
     form) reporting every distribution made from the Profit Sharing Plan  
     during 1997 and on or before the Closing Date, and Buyer agrees to cause  
     to be filed timely an IRS Form 1099-R (or any successor form) reporting  
      every distribution made from the Profit Sharing Plan during 1997 and  
     after the Closing Date. 
 
          (g)  Sellers shall pay all claims incurred on or before the Closing  
     Date under the medical plan covering employees of the Robbins Southern  
     Division, as and when those claims become due and payable. 
 
          (h)  The provisions of Section 11.1 to the contrary notwithstanding,  
     the representations and warranties of the Sellers contained in Section  
     3.21 shall survive the Closing, regardless of any investigation made by  
<PAGE> 
     or on behalf of Triangle or Buyer, until the expiration of the limitation  
     period under the applicable statute of limitations.  Sellers, jointly and  
     severally, shall indemnify, defend, and hold harmless Triangle and Buyer,  
     each director, officer, employee, representative or agent of Triangle and  
     Buyer, and each affiliate thereof, and their respective heirs, legal  
     representatives, successors, and assigns (collectively, the "Buyer  
     Group") from and against any and all claims, actions, causes of action,  
     demands, assessments, losses, damages, liabilities, judgments,  
     settlements, penalties, costs, and expenses (including reasonable  
     attorneys' fees and expenses), of any nature whatsoever, whether actual  
     or consequential, asserted against, imposed upon, or incurred by any  
     member of the Buyer Group, directly or indirectly, by reason of or  
     resulting from any inaccuracy or breach of any representation or warranty  
     of any Seller contained in Section 3.21 or in any certificate,  
     instrument, or document delivered pursuant thereto. 
 
     5    Title Insurance and Surveys. 
 
          ( )  Buyer shall obtain an owner's policy of title insurance ("Title  
     Insurance") in a form and amount and from a title insurance company  
     reasonably acceptable to Buyer (the "Title Company") relating to each  
     parcel of Real Property described on Schedule 1.1(a). 
 
          (a)  Within three (3) days after the execution and delivery of this  
     Agreement, Buyer shall obtain a commitment for Title Insurance from the  
     Title Company with respect to the Real Property ("Title Binders") showing  
     fee title to such Real Property in Sellers, and committing to issue the  
     Title Insurance with respect to such Real Property, such Title Binders to  
     show all Encumbrances with respect to such Real Property. 
 
          (b)  Within three (3) days after the execution and delivery of this  
     Agreement, Buyer shall obtain currently dated surveys (the "Surveys") of  
     each parcel of Real Property, each of which Surveys shall be in form and  
     substance, and prepared by a licensed professional engineer or surveyor,  
     reasonably acceptable to Buyer and to the Title Company.  The Surveys  
     shall contain a statement on the face thereof certifying whether any part  
     of the Real Property lies within a flood plain or flood prone area or a  
     flood way of any body of water.  The Surveys shall also show the zoning  
     classifications of the Real Property under local zoning ordinances. 
 
          (c)  Within ten (10) days after the receipt of the Title Binders and  
     copies of all exceptions shown therein and of the Surveys and copies of  
     all applicable provisions of the local zoning ordinances, Buyer shall  
     deliver to Sellers a notice (the "Objection Notice") if it reasonably  
     believes that Seller's title to any Real Property is not as represented  
     herein or that any of the Encumbrances reflected in the Title Binders or  
     Surveys are not Permitted Encumbrances and the reasons for such belief  
     (any such Encumbrances specified in the Objection Notice being referred  
     to herein as "Unacceptable Encumbrances").  Sellers may, but shall not be  
     obligated to, take such steps as shall be necessary to eliminate or  
     modify the Unacceptable Encumbrances in a manner reasonably acceptable to  
     Buyer.  Sellers shall notify Buyer within ten (10) days after their  
<PAGE> 
     receipt of the Objection Notice whether they intend to so eliminate or  
     modify the Unacceptable Encumbrances.  In the event Buyer shall not  
     deliver an Objection Notice within such time period, all Encumbrances  
     reflected in the Title Binders and Surveys shall be deemed to be  
     Permitted Encumbrances.  Any and all matters disclosed in the Title  
     Binders or the Surveys as to which Buyer objects by timely delivery of  
     the Objection Notice that are thereafter cured to the satisfaction of  
     Buyer or waived by Buyer in writing shall also be deemed to be Permitted  
     Encumbrances.  In the event Sellers fail or are unable to cure the  
     Unacceptable Encumbrances prior to the Closing Date (provided it is at  
     least three (3) days after receipt of the Objection Notice), Buyer shall,  
     in its discretion, have the right to terminate this Agreement by notice  
     in writing to Sellers, or may accept such title to the Real Property as  
     Seller can deliver. 
 
          (d)  The cost of obtaining Title Binders, Title Insurance, and  
     Surveys shall be borne by Buyer. 
 
     6    Payment of Liabilities.  Sellers shall pay, perform, and discharge 
prior to the Closing all of Sellers' liabilities that become due prior to the 
Closing and all of Sellers' liabilities that are due after the Closing, other 
than the Liabilities, as and when the same become due and payable. 
 
     7    Public Announcements.  Except as may be required by Applicable Law 
or the National Association of Securities Dealers, Inc., neither Triangle, 
Buyer nor Sellers shall issue any press release or otherwise make any public 
statement with respect to this Agreement or the transactions contemplated 
hereby without the prior consent of the other party (which consent shall not 
be unreasonably withheld).  Any such press release or public statement 
required by Applicable Law or by the National Association of Securities 
Dealers, Inc. shall only be made after reasonable notice to the other party. 
 
     8    Environmental Provisions. 
 
          (a)  Buyer shall have the opportunity to have the Real Property  
     inspected for environmental matters by a qualified consultant of its  
     choosing pursuant to Sections 6.1 and 8.14 of this Agreement.  The cost  
     of any and all such inspections of the property shall be borne solely by  
     Buyer.  Buyer shall provide a copy of any report of any such inspections  
     to Sellers within five days of Sellers' request therefore, but such  
     report, if any, shall be provided to Sellers only in the event Sellers  
     make such request. 
 
          (b)  In addition, Sellers shall promptly after the execution of this  
     Agreement, provide to Buyer, on a confidential basis, copies of any  
     reports of environmental investigations of the Real Property authorized  
     by or available to Sellers (the "Environmental Reports").  Buyer agrees  
     and acknowledges that Sellers make no representations or warranties  
     regarding the accuracy or completeness of the Environmental Reports. 
 
          (c)  If Buyer notifies the Sellers prior to the Closing Date that  
     the results of its inspection of the Real Property or its review of the  
     Environmental Reports are not acceptable to Buyer, then this Agreement  
     shall be terminated and Buyer shall return all copies of the  
     Environmental Reports to Sellers, and Sellers shall return all copies of  
     inspection reports to Buyer. 
 
<PAGE> 
          (d)  Buyer and Sellers agree to ensure the confidentiality of the  
     Environmental Reports and the results of Buyer's inspection in accordance  
     with Section 6.1 above.  Buyer and Sellers shall defend, hold harmless  
     and indemnify each other from, for and against any and all claims,  
     damages, liabilities and costs, known or unknown (including without  
     limitation, cleanup cost, consulting and legal fees) (hereinafter,  
     collectively "Losses") proximately caused by their breach of their  
     obligations pursuant to the above confidentiality provision. 
 
          (e)  In the event Buyer determines in its sole discretion that the  
     results of its review of the Environmental Reports and of its inspection  
     of the Real Property are satisfactory and closes the transactions  
     contemplated hereunder, each of Triangle and Buyer, on behalf of itself,  
     its successors and assigns, agrees to release, discharge and covenant not  
     to sue Sellers and each of their respective officers, directors,  
     employees, agents, shareholders, successors and assigns and all persons  
     referenced in Sections 9.3 and 9.4 from those Losses proximately caused  
     by past, present or future presence of hazardous material on, in or under  
     the Real Property including, without limitation, Losses arising under the  
     Comprehensive Environmental Response Compensation and Liability Act, as  
     amended, 42 USC   9601 et seq., the Resource Conservation and Recovery    
Act, as amended, 42 USC - 6901 et seq. regulations and other Applicable      
Environmental Laws, but excluding any Losses or portions of Losses  
     involving the presence of hazardous materials on, in or under any  
     property other than the Real Property.  By way of example and not by  
     limitation, claims relating to Losses arising from hazardous material on,  
     in or under the Real Property on or before the time of Closing that moves  
     to adjacent property are not released. 
 
     9    Notice of Litigation.  Until the Closing, (i) Buyer, upon learning 
of the same, shall promptly notify Sellers of any Proceeding that is commenced 
or threatened against Buyer and that affects this Agreement or the 
transactions contemplated hereby and (ii) Sellers, upon learning of the same, 
shall promptly notify Buyer of any Proceeding that is commenced or threatened 
against Sellers and that affects this Agreement or the transactions 
contemplated hereby and any Proceeding that is commenced or threatened against 
Sellers and that would have been listed on Schedule 3.12 if such Proceeding 
had arisen prior to the date hereof. 
 
     10   Notification of Certain Matters.  Sellers upon learning of same, 
shall give prompt notice to Buyer of (i) the occurrence or nonoccurrence of 
any event the occurrence or nonoccurrence of which would be likely to cause 
any representation or warranty contained in Article III to be untrue or 
inaccurate in any material respect at or prior to the Closing and (ii) any 
material failure of Sellers to comply with or satisfy any covenant, condition, 
or agreement to be complied with or satisfied by such person hereunder, and 
(iii) any notice or other communication from any person alleging that the 
consent or approval of such person is or may be required in connection with 
the transactions contemplated by this Agreement (other than those consents and 
approvals indicated as required on Schedule 3.3).  Buyer shall give prompt 
notice to Sellers of (i) the occurrence or nonoccurrence of any event the 
occurrence or nonoccurrence of which would be likely to cause any 
representation or warranty contained in Article IV to be untrue or inaccurate 
in any material respect at or prior to the Closing and (ii) any material 
failure of Buyer to comply with or satisfy any covenant, condition, or 
agreement to be complied with or satisfied by such person hereunder.  The 
delivery of any notice pursuant to this Section 6.11 shall not be deemed to 
(i) modify the representations or warranties hereunder of the party delivering 
such notice, (ii) modify the conditions set forth in Articles VII, VIII and 
IX, or (iii) limit or otherwise affect the remedies available hereunder to the  
<PAGE> 
party receiving such notice; provided, however, that if the Closing shall 
occur, then all matters disclosed pursuant to this Section 6.11 at or prior to 
the Closing shall be waived and no party shall be entitled to make a claim 
thereon pursuant to the terms of this Agreement. 
 
     11   Amendment of Schedules.  Each party hereto agrees that, with respect 
to the representations and warranties of such party contained in this 
Agreement, such party shall have the continuing obligation until the Closing 
to supplement or amend promptly the Schedules hereto with respect to any 
matter hereafter arising or discovered that, if existing or known at the date 
of this Agreement, would have been required to be set forth or described in 
the Schedules.  For all purposes of this Agreement, including without 
limitation for purposes of determining whether the conditions set forth in 
Sections 7.1 and 8.1 have been fulfilled, the Schedules hereto shall be deemed 
to include only that information contained therein on the date of this 
Agreement and shall be deemed to exclude all information contained in any 
supplement or amendment thereto; provided, however, that if the Closing shall 
occur, then all matters disclosed pursuant to any such supplement or amendment 
at or prior to the Closing shall be waived and no party shall be entitled to 
make a claim thereon pursuant to the terms of this Agreement. 
 
     12   Fees and Expenses.  Except as otherwise expressly provided in this 
Agreement, all fees and expenses, including fees and expenses of counsel, 
financial advisors, and accountants, incurred in connection with this 
Agreement and the transactions contemplated hereby shall be paid by the party 
incurring such fee or expense, whether or not the Closing shall have occurred; 
provided, however, that if this Agreement shall have been terminated pursuant 
to Section 10.1 as a result of the willful breach by a party of any of its 
representations, warranties, covenants, or agreements set forth in this 
Agreement, such breaching party shall pay the costs and expenses of the other 
parties in connection with the transactions contemplated by this Agreement. 
 
     13   Survival of Covenants.  Except for any covenant or agreement that by 
its terms expressly terminates as of a specific date, the covenants and 
agreements of the parties hereto contained in this Agreement shall survive the 
Closing without contractual limitation. 
 
     14   Dispute Resolution.  If any dispute or disagreement arises between 
Buyer and Sellers under this Agreement, including without limitation any 
disagreement under Section 1.5(b) or Section 1.7(b) (any such dispute or 
disagreement being referred to as a "Dispute"), and Buyer and Sellers are 
unable to resolve such Dispute within the time period prescribed elsewhere in 
this Agreement (or if no such time period is prescribed, within thirty (30) 
days after the date written notice of the Dispute is given by Buyer or 
Sellers), an arbitrator agreed upon by Buyer and Sellers (the "Arbitrator") 
shall be employed hereunder to settle such Dispute as soon as practicable.  In 
the event that the parties are unable to agree upon the appointment of such an 
arbitrator within five (5) business days, then each of Buyer and Sellers shall 
within three (3) calendar days appoint an independent arbitrator, which 
independent arbitrators shall agree within three (3) business days on the 
appointment of a third independent arbitrator to whom the Dispute shall be 
submitted.  Buyer and Sellers shall submit the Dispute to the Arbitrator 
within three (3) business days of its appointment and shall cooperate with 
each other and otherwise use their reasonable best efforts to cause the 
Arbitrator to make its decision within sixty (60) days after referral of a 
Dispute to it.  The Arbitrator shall have access to all documents and 
facilities necessary to perform its function as arbitrator.  The Arbitrator's  
<PAGE> 
determination with respect to any Dispute shall be final and binding upon the 
parties hereto.  The non-prevailing party as determined by the Arbitrator 
shall pay all of the fees and expenses of the Arbitrator for such services. 
 
     15   Preparation of Closing Balance Sheet. 
 
          ( )  For purposes of preparing the Closing Balance Sheet, the  
     inventory acquired by Buyer pursuant to this Agreement (the "Inventory")  
     shall be valued in accordance with the following procedures: 
 
               ( )  Physical Count.  Not more than seven (7) days after the  
          Closing Date, a physical count of the Inventory shall be conducted  
          by Sellers and Buyer and a schedule thereof (an "Inventory  
          Schedule") prepared by Sellers and verified by representatives of  
          Buyer. 
 
               (i)  Valuation.  Each item of the Inventory, other than  
          Excluded Inventory Items (hereinafter defined), shall be priced in  
          accordance with Section 3.16 of this Agreement.  Such price shall be  
          multiplied by the physical count for each item and the total sum  
          thus determined for all items of the entire Inventory, after being  
          reduced by (A) the total amount of payments received and accounts  
          receivable recorded by Sellers in respect of sales of Inventory  
          listed on the Inventory Schedule(s), and (B) any Reserves determined  
          in accordance with U.S. GAAP consistently applied, shall constitute  
          the "Inventory Value" of the Inventory for purposes of this  
          Agreement. 
 
               (ii) Excluded Inventory Items.  In making such physical count  
          and determining the Inventory Value, the following items of the  
          Inventory shall be excluded or adequately reserved for (the  
          "Excluded Inventory Items"): 
 
                    ( )  All items which are damaged or otherwise defective; 
 
                    (A)  All items which are discontinued or obsolete or which  
               are no longer listed in Sellers' catalogues or are otherwise  
               not currently being manufactured; 
 
                    (B)  Any items listed on Schedule 1.1(c)(ii)  
               (collectively, the "Retained Inventory"); 
 
                    (C)  All items which are not owned by Sellers but instead,  
               are held on consignment from third parties; and 
 
                    (D)  All items in which any third party has any security  
               or other interest that is not released at or prior to the  
               Closing. 
 
          (a)  For purposes of preparing the Closing Balance Sheet, the  
     accounts receivable acquired by Buyer pursuant to this Agreement (the  
     "Receivables") shall be valued in accordance with the following  
     procedures: 
<PAGE> 
 
               ( )  Preparation of Receivables Schedules.  Each Seller shall  
          deliver to Buyer together with the Latest Balance Sheet, a schedule  
          of its Receivables, each of which shall be separately identified and  
          properly accrued on its books as of the close of business on the  
          date of the Latest Balance Sheet.  Such schedules are referred to  
          herein as the "Receivables Schedules".  The Receivables Schedules  
          shall be certified as complete and correct by the principal  
          executive and financial officers of each Seller.  Each Receivables  
          Schedule shall set forth the respective dates as of which each of  
          the Receivables identified therein was accrued on the books of the  
          Seller, the total amount and number of each of the invoices to which  
          such Receivable relates, the total amount paid through the date of  
          the Receivables Schedule with respect to each of such invoices, the  
          total amounts remaining to be paid under each of such invoices, the  
          total amount of customer credits and uncollected service charges  
          existing with respect to the customer owing such Receivable, and the  
          total amount of any reserve or allowance accrued on the Seller's  
          books with respect to such Receivable.  On or before the delivery to  
          Buyer of its Receivables Schedule, each Seller shall have invoiced  
          each of the customers owing a Receivable for the respective amounts  
          owing by such customers as of the date of the Receivables Schedule. 
 
               (i)  Valuation.  The Receivables shall be priced based on the  
          total value of the Receivables as shown on the Receivables  
          Schedules, and such value shall constitute the "Receivables Value"  
          of the Receivables for purposes of this Agreement, subject to  
          adjustment as provided in the next two sentences.  The Receivables  
          Value shall be reduced by the amount of (i) all payments of  
          Receivables made by customers prior to the Closing, and (ii) all  
          valuation and other reserves and allowances required by U.S. GAAP  
          consistently applied with the Annual Financial Statements.  The  
          Receivables Value shall be increased by the value of all Receivables  
          arising between the date of the Receivable Schedules and the  
          Closing, as reflected on supplemental Receivables Schedules prepared  
          in accordance with this Section 6.16 and delivered at the Closing or  
          within seven (7) days thereafter. 
 
     16   Access to Records After Closing. 
 
          ( )  For a period of five (5) years from and after the Closing Date,  
     Sellers and their representatives shall have reasonable access to inspect  
     and copy all books and records relating to the Assets, the Liabilities or  
     the Business transferred to Buyer hereunder to the extent that such  
<PAGE> 
     access may reasonably be required by Sellers in connection with matters  
     relating to or affected by the operation of the Assets or the Business  
     prior to the Closing Date.  Such access shall be afforded by Buyer upon  
     receipt of reasonable advance notice and during normal business hours.   
     If Buyer shall desire to dispose of any of such books and records prior  
     to the expiration of such five (5) year period, Buyer shall, prior to  
     such disposition, give Sellers a reasonable opportunity, at Sellers'  
     expense, to segregate and remove such books and records as Sellers may  
     select.  Sellers shall be solely responsible for any costs or expenses  
     incurred by it pursuant to this Section 6.17. 
 
          (a)  For a period of five (5) years from and after the Closing Date,  
     Buyer and its representatives shall have reasonable access to inspect and  
     copy all books and records relating to the Assets, the Liabilities or the  
     Business that Sellers or any of their affiliates may retain after the  
     Closing Date.  Such access shall be afforded by Sellers and their  
     affiliates upon receipt of reasonable advance notice and during normal  
     business hours.  If Sellers or any of their affiliates shall desire to  
     dispose of any of such books and records prior to the expiration of such  
     five (5) year period, Sellers shall, prior to such disposition, give  
     Buyer a reasonable opportunity, at Buyer's expense, to segregate and  
     remove such books and records as Buyer may select.  Buyer shall be solely  
     responsible for any costs and expenses incurred by it pursuant to this  
     Section 6.17. 
 
     17   Taxes; Other Charges.  All sales, use and gross receipts Taxes 
resulting from the consummation of the transactions contemplated hereby shall 
be borne by Sellers and the parties shall cooperate in obtaining all 
exemptions from such Taxes.  All other excise, registration, transfer, 
recording, and deed and stamp Taxes and fees incurred in connection with the 
consummation of the transactions contemplated hereby shall be borne by 
Sellers.  Sellers shall file all necessary documentation with respect to, and 
make all payments of, such Taxes and fees on a timely basis.  All ad valorem 
or similar Taxes attributable to the Assets for the 1997 calendar year shall 
be pro-rated between Buyer and Sellers on a daily basis, and the Purchase 
Price shall be adjusted to reflect such proration. 
 
     18   Escrow; Liquidated Damages.  Triangle has deposited $500,000 with an 
escrow agent mutually agreeable to Triangle and Sellers.  Such amount 
(together with any earnings thereon) will be credited to the Estimated Cash 
Payment and paid to Sellers at the Closing.  If Triangle properly terminates 
this Agreement pursuant to the terms hereof due to the breach or default by 
Sellers, then such $500,000 (together with any earnings thereon) shall be 
promptly released to Triangle; otherwise, such $500,000 (together with any 
earnings thereon) shall be released to Sellers as liquidated damages. 
 
 
VI. 
 
                        CONDITIONS TO OBLIGATIONS OF SELLERS 
 
     The obligations of Sellers to consummate the transactions contemplated by 
this Agreement shall be subject to the fulfillment or waiver by Sellers on or 
prior to the Closing Date of each of the following conditions: 
 
     0    Representations and Warranties True.  All the representations and 
warranties of Triangle and Buyer contained in this Agreement, and in any 
agreement, instrument, or document delivered pursuant hereto or in connection 
herewith on or prior to the Closing Date, shall be true and correct as of the 
date made and (having been deemed to have been made again on and as of the 
Closing Date in the same language) shall be true and correct on and as of the 
Closing Date. 
 
     1    Covenants and Agreements Performed.  Triangle and Buyer shall have 
performed and complied with all covenants and agreements required by this 
Agreement to be performed or complied with by them on or prior to the Closing 
Date. 
 
     2    Certificate.  Sellers shall have received a certificate executed on 
behalf of each of Triangle and Buyer by the chief executive and chief 
financial officers of each of Triangle and Buyer, dated the Closing Date, 
representing and certifying, in such detail as Sellers may reasonably request, 
that the conditions set forth in Sections 7.1 and 7.2 have been fulfilled. 
 
<PAGE> 
     3    Opinion of Counsel to Buyer.  Sellers shall have received an opinion 
of Thompson & Knight, P.C., legal counsel to Triangle and Buyer, dated the 
Closing Date, in the form of Exhibit 7.4. 
 
     4    Legal Proceedings.  No Proceeding shall, on the Closing Date, be 
pending or threatened seeking to restrain, prohibit, or obtain damages or 
other relief in connection with this Agreement or the consummation of the 
transactions contemplated hereby. 
 
     5    Approval of Counsel to Seller.  All legal matters in connection with 
the consummation of the transactions contemplated hereby and all agreements, 
instruments, and documents delivered in connection therewith shall be 
reasonably satisfactory in form and substance to Graydon, Head & Ritchey, 
legal counsel to Sellers. 
 
 
VII. 
 
           CONDITIONS TO OBLIGATIONS OF TRIANGLE AND BUYER 
 
     The obligations of Triangle and Buyer to consummate the transactions 
contemplated by this Agreement shall be subject to the fulfillment or waiver 
by Triangle and Buyer on or prior to the Closing Date of each of the following 
conditions: 
 
     0    Representations and Warranties True.  All the representations and 
warranties of Sellers contained in this Agreement, and in any agreement, 
instrument, or document delivered pursuant hereto or in connection herewith on 
or prior to the Closing Date, shall be true and correct as of the date made 
and (having been deemed to have been made again on and as of the Closing Date 
in the same language) shall be true and correct on and as of the Closing Date. 
 
     1    Covenants and Agreements Performed.  Sellers shall have performed 
and complied with all covenants and agreements required by this Agreement to 
be performed or complied with by them on or prior to the Closing Date. 
 
     2    Certificate.  Buyer shall have received certificates executed on 
behalf of Robbins and Searcy by the chief executive officer of each company 
and by Mr. Stoehr as Seller Representative, each dated the Closing Date, 
representing and certifying, in such detail as Buyer may reasonably request, 
that the conditions set forth in Sections 8.1 and 8.2 have been fulfilled. 
 
     3    Preliminary Closing Statements.  Buyer shall have received the 
Preliminary Closing Statements required by Section 1.3, prepared and delivered 
in accordance with the requirements thereof. 
 
     4    Payoff Letters.  Buyer shall have received from each creditor to 
whom any Payoff Indebtedness is owing a writing setting forth the exact 
amount, including principal, interest and any other amount, of all Payoff 
Indebtedness owed by Sellers to such creditor as of the Closing Date. 
 
<PAGE> 
     5    Opinion of Counsel to Seller.  Triangle and Buyer shall have 
received an opinion of Graydon, Head & Ritchey, legal counsel to Sellers, 
dated the Closing Date, in the form of Exhibit 8.6. 
 
     6    Legal Proceedings.  No Proceeding shall, on the Closing Date, be 
pending or threatened seeking to restrain, prohibit, or obtain damages or 
other relief in connection with this Agreement or the consummation of the 
transactions contemplated hereby. 
 
     7    No Material Adverse Change.  Since November 1, 1996 there shall not 
have been any material adverse change in the business, assets, results of 
operations, condition (financial or otherwise), or prospects of the Business 
or the ownership or operation of the Assets or any material portion thereof. 
 
     8    Noncompetition Agreements.  Sellers, their affiliates (including 
without limitation Robbins International, Inc.), and all holders of voting 
stock of Robbins and Searcy (other than any shareholder who is neither an 
active employee of or who owns less than three percent (3%) of the outstanding 
equity of either company) shall have each entered into a Noncompetition 
Agreement with Triangle and Buyer in the form of Exhibit 8.9. 
 
     9    Data Processing Agreement.  Buyer and Sellers shall have entered 
into a Data Processing Agreement in the form of Exhibit 8.10. 
 
     10   International Distribution Agreement.  Buyer shall have entered into 
a satisfactory agreement with Robbins International, Inc. or Mr. Charles 
Gabbour to continue international sales and marketing efforts on behalf of the 
Business. 
 
     11   Unacceptable Encumbrances; Title Insurance. 
 
          ( )  Buyer shall not have delivered to Sellers within the time  
     period specified in Section 6.6 an Objection Notice describing an  
     Unacceptable Encumbrance, or if it has so delivered an Objection Notice  
     describing an Unacceptable Encumbrance, such Unacceptable Encumbrance  
     shall have been eliminated or modified to the reasonable satisfaction of  
     Buyer or waived by Buyer. 
 
          (a)  Buyer shall have received the Title Insurance described in  
     Section 6.6. 
 
     12   Due Diligence.  The due diligence conducted by Triangle, Buyer and 
their representatives in connection with the proposed transactions 
contemplated hereby shall not have caused Triangle, Buyer or their 
representatives to become aware that any representation or warranty of Sellers 
of this Agreement is not true and correct. 
 
     13   Environmental Matters.  Buyer shall have received from an 
independent firm selected by it a report confirming that all environmental 
assessments and testing requested by Buyer, which shall be paid for by Buyer, 
have been completed, and the results thereof shall be satisfactory to Buyer. 
 
<PAGE> 
     14   Other Documents.  Buyer shall have received the certificates, 
instruments, and documents listed below, all of which shall be in form and 
substance reasonably satisfactory to Buyer: 
 
          ( )  Special warranty deeds in recordable and locally customary form  
     describing the Real Property and all appurtenances, easements, rights of  
     way and uses that benefit the Real Property and sufficient to transfer to  
     Buyer good and marketable title to the Real Property, subject only to the  
     Permitted Encumbrances. 
 
          (a)  Bills of sale, certificates of title and other instruments of  
     assignment, transfer, and conveyance sufficient to transfer to Buyer and  
     effectively vest in Buyer all right, title, and interest of Seller in and  
     to the Business and good and marketable title to the Assets, subject only  
     to the Permitted Encumbrances. 
 
          (b)  Executed copies of all consents and approvals of third parties  
     required to be obtained by or on the part of Sellers for the consummation  
     of the transactions contemplated hereby. 
 
          (c)  A tax clearance letter, certificate or receipt from the State  
     of Arkansas, dated not more than ten (10) days prior to the Closing Date,  
     stating that no amount of Tax, penalty or interest is due by Sellers  
     under the Arkansas Tax laws or showing that all such amounts have been  
     paid. 
 
          (d)  Lien search reports showing that, except those relating to  
     Payoff Indebtedness and Permitted Encumbrances, no financing statements  
     or other liens (or notices with respect to liens) affecting any of the  
     Assets naming Sellers (by corporate or fictitious name or otherwise), any  
     of their subsidiaries, affiliates, or predecessors, or the Business as  
     debtor are on file in the Uniform Commercial Code or other relevant  
     records of the office of the Secretary of State of Arkansas or the county  
     clerk's office of any county in which any of the Real Property is  
     located. 
 
          (e)  Releases of all liens, except those relating to Permitted  
     Encumbrances, affecting any of the Assets. 
 
          (f)  All certificates of occupancy, if any, relating to the use or  
     operation of the Real Property. 
 
          (g)  Sellers shall deliver to Buyer a non-foreign certificate  
     required by Section 1445 of the Code and applicable regulations. 
 
          (h)  Such other certificates, instruments, and documents as may be  
     reasonably requested by Buyer to carry out the intent and purposes of  
     this Agreement. 
 
     15   Approval of Counsel to Triangle and Buyer.  All legal matters in 
connection with the consummation of the transactions contemplated hereby and 
all agreements, instruments, and documents delivered in connection therewith 
shall be reasonably satisfactory in form and substance to Thompson & Knight, a 
Professional Corporation, legal counsel to Triangle and Buyer. 
 
 
<PAGE> 
VIII. 
 
                   CONDITIONS TO OBLIGATIONS OF ALL PARTIES 
 
     The obligations of all parties to consummate the transactions 
contemplated by this Agreement shall be subject to the fulfillment or waiver 
by all parties on or prior to the Closing Date of each of the following 
conditions: 
 
     0    Governmental and Third Party Consents and Approvals.  Favorable 
orders, consents, and approvals in the form required to consummate this 
Agreement, the Ancillary Documents, and all transactions contemplated thereby, 
including but not limited to such required by the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976 (the "HSR Act"), shall have been received (if 
required) from necessary governmental agencies and third parties, or, in the 
case of the HSR Act, the waiting period under such act shall have expired. 
 
     1    Trademark Agreement.  Buyer and Robbins shall have entered into an 
agreement in the form of Exhibit 9.2, pursuant to which Buyer shall have the 
exclusive right to use the names, trademarks, service marks and brand names 
consisting in whole or in part of "Robbins" in connection with residential 
flooring, and Robbins shall retain the exclusive right to use all names, 
trademarks, service marks and brand names consisting in whole or in part of 
"Robbins" for all other purposes. 
 
     2    Equipment Bill of Sale.  Robbins and James H. Stoehr, Jr. shall have 
entered into an Equipment Bill of Sale in the form of Exhibit 9.4, for the 
sale to Robbins of certain machinery and equipment located on the Real 
Property and owned by James H. Stoehr, Jr. and the transactions contemplated 
thereby shall have been consummated. 
 
     3    Real Estate and Equipment Agreement.  Searcy, James H. Stoehr, Jr., 
Katherine M. Stoehr, Thomas C. Stoehr and James H. Stoehr III shall have 
entered into an Agreement in the form of Exhibit 9.5, for the sale to Searcy 
of certain land, buildings and equipment leased to and used by Searcy 
Flooring, Inc., and the transactions contemplated thereby shall have been 
consummated. 
 
     4    Supply Agreement.  Buyer and Sellers shall have entered into a 
supply agreement in the form of Exhibit 9.5. 
 
 
<PAGE> 
IX. 
 
                   TERMINATION, AMENDMENT, AND REMEDIES 
 
     0    Termination.  This Agreement may be terminated and the transactions 
contemplated hereby abandoned at any time prior to the Closing in the 
following manner: 
 
          ( )  by mutual written consent of Sellers, Triangle and Buyer; or 
 
          (a)  by either Sellers or Buyer, if: 
 
               ( )  the Closing shall not have occurred on or before April 5,  
          1997 (unless the delay in completing the Closing is solely the  
          result of compliance with the HSR Act, in which case the applicable  
          date shall be April 30, 1997), unless such failure to close shall be  
          due to a breach of this Agreement by the party seeking to terminate  
          this Agreement pursuant to this clause (i); or 
 
               (i)  there shall be any statute, rule, or regulation that makes  
          consummation of the transactions contemplated hereby illegal or  
          otherwise prohibited or a Governmental Entity shall have issued an  
          order, decree, or ruling or taken any other action permanently  
          restraining, enjoining, or otherwise prohibiting the consummation of  
          the transactions contemplated hereby, and such order, decree,  
          ruling, or other action shall have become final and nonappealable;  
          or 
 
          (b)  by Sellers, if (i) any of the representations and warranties of  
     Buyer contained in this Agreement shall not be true and correct when made  
     or at any time prior to the Closing as if made at and as of such time, or  
     (ii) Buyer or Triangle shall have failed to fulfill any of its  
     obligations under this Agreement, and, in the case of each of clauses (i)  
     and (ii), such misrepresentation, breach of warranty, or failure  
     (provided it can be cured) has not been cured within thirty (30) days of  
     actual knowledge thereof by Buyer or Triangle; or 
 
          (c)  by Buyer, if (i) any of the representations and warranties of a  
     Seller contained in this Agreement shall not be true and correct when  
     made or at any time prior to the Closing as if made at and as of such  
     time, or (ii) Sellers shall have failed to fulfill any of their  
     obligations under this Agreement, and, in the case of each of clauses (i)  
     and (ii), such misrepresentation, breach of warranty, or failure  
     (provided it can be cured) has not been cured within thirty (30) days of  
     actual knowledge thereof by Sellers. 
 
     1    Effect of Termination.  In the event of the termination of this 
Agreement pursuant to Section 10.1 by Sellers or Buyer, written notice thereof 
shall forthwith be given by specifying the provision hereof pursuant to which 
such termination is made, and this Agreement shall become void and have no 
effect, except that the agreements contained in this Section 10.2, in Sections 
6.8, 6.13 and 6.19, and in Articles XII and XIII shall survive the termination 
hereof.  Nothing contained in this Section 10.2 shall relieve any party from 
liability for any breach of this Agreement.  No termination of this Agreement 
shall affect the obligations of the parties pursuant to the confidentiality 
agreement referred to in Section 6.1, except to the extent specified in such 
confidentiality agreement. 
 
     2    Amendment.  This Agreement may not be amended except by an 
instrument in writing signed by or on behalf of all the parties hereto. 
 
     3    Waiver.  Sellers, on the one hand, or Triangle and Buyer, on the 
other, may (i) waive any inaccuracies in the representations and warranties of 
the other contained herein or in any document, certificate, or writing 
delivered pursuant hereto or (ii) waive compliance by the other with any of 
the other's agreements or fulfillment of any conditions to obligations 
contained herein.  Any agreement on the part of a party hereto to any such 
waiver shall be valid only if set forth in an instrument in writing signed by 
or on behalf of such party or parties.  No failure or delay by a party hereto 
in exercising any right, power, or privilege hereunder shall operate as a 
waiver thereof nor shall any single or partial exercise thereof preclude any 
other or further exercise thereof or the exercise of any other right, power, 
or privilege. 
 
     4    Remedies Not Exclusive.  The rights and remedies herein provided 
shall be cumulative and not exclusive of any rights or remedies provided by 
law.  The rights and remedies of any party based upon, arising out of, or 
otherwise in respect of any inaccuracy in or breach of any representation, 
warranty, covenant, or agreement contained in this Agreement 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 contained in this Agreement (or in any other agreement between the 
parties) as to which there is no inaccuracy or breach. 
 
 
X. 
 
                           SURVIVAL OF REPRESENTATIONS 
 
     0    Survival.  The representations and warranties of the parties 
contained in this Agreement or in any certificate, instrument, or document 
delivered pursuant hereto shall expire at the Closing. 
 
 
<PAGE> 
XI. 
 
                                  MISCELLANEOUS 
 
     0    Notices.  All notices, requests, demands, and other communications 
required or permitted to be given or made hereunder by any party hereto shall 
be in writing and shall be deemed to have been duly given or made if delivered 
personally, or transmitted by first class registered or certified mail, 
postage prepaid, return receipt requested, or sent by prepaid overnight 
delivery service, or sent by cable, telegram, telefax, or telex, to the 
parties at the following addresses (or at such other addresses as shall be 
specified by the parties by like notice): 
 
          If to Triangle or Buyer: 
 
               Triangle Pacific Corp. 
               Robbins Hardwood Flooring, Inc. 
               16803 Dallas Parkway 
               Dallas, Texas 75248 
               Attention:     Mr. Darryl T. Marchand 
                              Vice President and 
                              General Counsel 
               Telefax:       (214) 931-3284 
 
          copy to: 
 
               Thompson & Knight, P.C. 
               1700 Pacific Avenue, Ste. 3300 
               Dallas, Texas 75201 
               Attention:     Mr. William J. Schuerger 
               Telefax:       (214) 969-1751 
 
          If to Sellers: 
 
               Robbins, Inc. 
               Searcy Flooring, Inc. 
               c/o Mr. James H. Stoehr, Jr. 
               4777 Eastern Avenue 
               Cincinnati, Ohio  45226 
               Telefax:       (847) 405-6381 
 
          copy to: 
 
<PAGE> 
               Graydon, Head & Ritchey 
               1900 Fifth Third Center 
               511 Walnut Street 
               Cincinnati, Ohio 45202 
               Attention:     Mr. Michael A. Hirschfeld 
               Telefax:       (513) 651-3836 
 
Such notices, requests, demands, and other communications shall be effective 
(i) if delivered personally or sent by courier service, upon actual receipt by 
the intended recipient, (ii) if mailed, upon the earlier of five days after 
deposit in the mail or the date of delivery as shown by the return receipt 
therefor, or (iii) if sent by telecopy or facsimile transmission, when the 
answer back is received. 
 
     1    Entire Agreement.  This Agreement, together with the Schedules, 
Exhibits, Annexes, and other writings referred to herein or delivered pursuant 
hereto, constitutes the entire agreement between the parties hereto with 
respect to the subject matter hereof and supersedes all prior agreements and 
understandings, both written and oral, between the parties with respect to the 
subject matter hereof. 
 
     2    Binding Effect; Assignment; No Third Party Benefit.  This Agreement 
shall be binding upon and inure to the benefit of the parties hereto and their 
respective successors and permitted assigns.  Except as otherwise expressly 
provided in this Agreement, neither this Agreement nor any of the rights, 
interests, or obligations hereunder shall be assigned by any of the parties 
hereto without the prior written consent of the other parties, except that 
either Triangle or Buyer may assign to Triangle or any affiliate of Triangle 
any of Triangle's or Buyer's rights, interests, or obligations hereunder, upon 
notice to Sellers, provided that no such assignment shall relieve either 
Triangle or Buyer of its obligations hereunder.  Except as specifically 
provided in Section 6.5, nothing in this Agreement, express or implied, is 
intended to or shall confer upon any person other than the parties hereto, and 
their respective successors and permitted assigns, any rights, benefits, or 
remedies of any nature whatsoever under or by reason of this Agreement. 
 
     3    Severability.  If any provision of this Agreement is held to be 
unenforceable, this Agreement shall be considered divisible and such provision 
shall be deemed inoperative to the extent it is deemed unenforceable, and in 
all other respects this Agreement shall remain in full force and effect; 
provided, however, that if any such provision may be made enforceable by 
limitation thereof, then such provision shall be deemed to be so limited and 
shall be enforceable to the maximum extent permitted by Applicable Law. 
 
     4    GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED 
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARKANSAS, WITHOUT 
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. 
 
     5    Descriptive Headings.  The descriptive headings herein are inserted 
for convenience of reference only, do not constitute a part of this Agreement, 
and shall not affect in any manner the meaning or interpretation of this 
Agreement. 
 
<PAGE> 
     6    Gender.  Pronouns in masculine, feminine, and neuter genders shall 
be construed to include any other gender, and words in the singular form shall 
be construed to include the plural and vice versa, unless the context 
otherwise requires. 
 
     7    References.  All references in this Agreement to Articles, Sections, 
and other subdivisions refer to the Articles, Sections, and other subdivisions 
of this Agreement unless expressly provided otherwise.  The words "this 
Agreement", "herein", "hereof", "hereby", "hereunder", and words of similar 
import refer to this Agreement as a whole and not to any particular 
subdivision unless expressly so limited.  Whenever the words "include", 
"includes", and "including" are used in this Agreement, such words shall be 
deemed to be followed by the words "without limitation".  Each reference 
herein to a Schedule, Exhibit, or Annex refers to the item identified 
separately in writing by the parties hereto as the described Schedule, 
Exhibit, or Annex to this Agreement.  All Schedules, Exhibits, and Annexes are 
hereby incorporated in and made a part of this Agreement as if set forth in 
full herein. 
 
     8    Further Assurances.  From time to time, at the request of either 
party hereto and without further consideration, the parties hereto agree that 
each will execute and deliver to the other any and all documents in addition 
to those expressly provided for in this Agreement that may be reasonably 
necessary or appropriate to carry out the purposes of this Agreement and the 
transactions contemplated hereby, whether at or after the Closing.  Sellers 
further agree that from time to time after the Closing they will execute and 
deliver to Buyer or its designee such further conveyances, assignments, or 
other written assurance, and take such further necessary actions, as Buyer may 
reasonably request in writing to perfect and protect Buyer's title to the 
Assets, and to secure to Buyer the benefit of the Business. 
 
     9    Counterparts.  This Agreement may be executed by the parties hereto 
in any number of counterparts, each of which shall be deemed an original, but 
all of which shall constitute one and the same agreement.  Each counterpart 
may consist of a number of copies hereof each signed by less than all, but 
together signed by all, the parties hereto. 
 
     10   Injunctive Relief.  The parties hereto acknowledge and agree that 
irreparable damage would occur in the event any of the provisions of this 
Agreement were not performed in accordance with their specific terms or were 
otherwise breached.  It is accordingly agreed that the parties shall be 
entitled to an injunction or injunctions to prevent breaches of the provisions 
of this Agreement, and shall be entitled to enforce specifically the 
provisions of this Agreement, in any court of the United States or any state 
thereof having jurisdiction, in addition to any other remedy to which the 
parties may be entitled under this Agreement or at law or in equity. 
 
 
<PAGE> 
XII. 
 
                                    DEFINITIONS 
 
     0    Certain Defined Terms.  As used in this Agreement, each of the 
following terms has the meaning given it below: 
 
          "affiliate" means, with respect to any person, any other person  
     that, directly or indirectly, through one or more intermediaries,  
     controls, is controlled by, or is under common control with, such person.  
     For the purposes of this definition, "control", when used with respect to  
     any person, means the possession, directly or indirectly, of the power to  
     direct or cause the direction of the management and policies of such  
     person, whether through the ownership of voting securities, by contract,  
     or otherwise; and the terms "controlling" and "controlled" have meanings  
     correlative to the foregoing. 
 
          "Ancillary Documents" means each agreement, instrument, and document  
     (other than this Agreement) executed or to be executed by Sellers or  
     Buyer in connection with the transactions contemplated by this Agreement. 
 
          "Applicable Laws" means any statute, law, rule, or regulation or any  
     judgment, order, writ, injunction, or decree of any Governmental Entity  
     to which a specified person or property is subject. 
 
          "Code" means the Internal Revenue Code of 1986, as amended. 
 
          "Encumbrances" means liens, charges, pledges, options, mortgages,  
     deeds of trust, security interests, claims, restrictions, easements, and  
     other encumbrances of every type and description, whether imposed by law,  
     agreement, understanding, or otherwise. 
 
          "ERISA" means the Employee Retirement Income Security Act of 1974,  
     as amended. 
 
          "Exchange Act" means the Securities Exchange Act of 1934, as  
     amended. 
 
          "Governmental Entity" means any court or tribunal in any  
     jurisdiction or any federal, state, municipal, or other governmental  
     body, agency, authority, department, commission, board, bureau, or  
     instrumentality. 
 
          "IRS" means the Internal Revenue Service. 
 
          "Knowledge" means actual knowledge of any officer or plant manager  
     of any Seller. 
 
          "Material Adverse Effect" means any change, development, or effect  
     (individually or in the aggregate) that is, or is reasonably likely to  
     be, materially adverse (i) to the business, assets, results of  
     operations, condition (financial or otherwise), or prospects of the  
     Business or to the ownership or operation of the Assets or any material  
     portion thereof or (ii) to the ability of Sellers to perform on a timely  
<PAGE> 
     basis any material obligation of Sellers under this Agreement or any  
     agreement, instrument, or document entered into or delivered in  
     connection herewith. 
 
          "Permits" means material licenses, permits, franchises, consents,  
     approvals, variances, exemptions, and other authorizations of or from  
     Governmental Entities. 
 
          "Permitted Encumbrances" means (i) Encumbrances created by Buyer,  
     (ii) liens for Taxes not yet due and payable, (iii) statutory liens  
     (including materialmen's, mechanic's, repairmen's, landlord's, purchase  
     money security interests and other similar liens) arising in connection  
     with the ordinary course of the Business securing Liabilities being  
     assumed and payments for which are not yet due and payable, (iv) the  
     Encumbrances designated as "Permitted Encumbrances" on Schedule 3.6, and  
     (v) such imperfections or irregularities of title, if any, as (A) are not  
     substantial in character, amount, or extent and do not materially detract  
     from the value of the property subject thereto, (B) do not materially  
     interfere with either the present or intended use of such property, and  
     (C) do not, individually or in the aggregate, materially interfere with  
     the conduct of the normal operations of the Business; provided, however,  
     that at the Closing "Permitted Encumbrances" shall not include any liens  
     for Taxes or statutory liens filed of record against the Assets. 
 
          "person" means any individual, corporation, partnership, joint  
     venture, association, joint-stock company, trust, enterprise,  
     unincorporated organization, or Governmental Entity. 
 
          "Proceedings" means all proceedings, actions, claims, suits,  
     investigations, and inquiries by or before any arbitrator or Governmental  
     Entity. 
 
          "reasonable efforts" means a party's reasonable efforts in good  
     faith in accordance with reasonable commercial practice and without the  
     incurrence of unreasonable expense. 
 
          "Securities Act" means the Securities Act of 1933, as amended. 
 
          "Taxes" means any income taxes or similar assessments or any sales,  
     gross receipts, excise, occupation, use, ad valorem, property,  
     production, severance, transportation, employment, payroll, franchise, or  
     other tax imposed by any United States federal, state, or local (or any  
     foreign or provincial) taxing authority, including any interest,  
     penalties, or additions attributable thereto. 
 
          "Tax Return" means any return or report, including any related or  
     supporting information, with respect to Taxes. 
 
          "U.S. GAAP" means generally accepted accounting principles in the  
     United States of America as in effect from time to time applied on a  
     basis - as to the substance of the principles applied (including  
     application of the last-in, first-out method of inventory valuation), the  
     manner of application and the estimation techniques used - with the  
     Annual Financial Statements. 
 
     1    Certain Additional Defined Terms.  In addition to such terms as are 
defined in the opening paragraph of and the recitals to this Agreement and in 
Section 13.1, the following terms are used in this Agreement as defined in the 
Sections set forth opposite such terms: 
 
 
<PAGE> 
Defined Term                                              Section Reference 
------------                                              ----------------- 
 
Acquisition Proposal  ..................................  Section 6.2 
Agreement  .............................................  Preamble 
Annual Financial Statements  ...........................  Section 3.7 
Applicable Environmental Laws  .........................  Section 3.22(b)(i) 
Arbitrator  ............................................  Section 6.15 
Assets  ................................................  Section 1.1 
Business  ..............................................  Preamble 
Buyer  .................................................  Preamble 
Buyer Group  ...........................................  Section 6.5(i) 
Cash Payment  ..........................................  Section 1.2 
Closing  ...............................................  Section 2.1 
Closing Balance Sheet  .................................  Section 1.7(a) 
Closing Date  ..........................................  Section 2.1 
Compensation  ..........................................  Section 6.5(a) 
Dispute  ...............................................  Section 6.15 
earned  ................................................  Section 6.5(a) 
Employees  .............................................  Section 6.5(a) 
Employment Arrangements  ...............................  Section 6.5(b) 
Environmental Liabilities  .............................  Section 3.22(b)(iii) 
Estimated Cash Payment  ................................  Section 1.5 
Excluded Inventory Items  ..............................  Section 6.16(a)(iii) 
Final Closing Settlement Statement  ....................  Section 1.7(a) 
Final Closing Statements  ..............................  Section 1.7(a) 
Final Price Adjustment  ................................  Section 1.7 
Financial Statements  ..................................  Section 3.7 
hazardous material  ....................................  Section 3.22(b)(ii) 
HSR Act  ...............................................  Section 9.1 
Insider  ...............................................  Section 3.28 
Intellectual Property  .................................  Section 1.1(e) 
Interim Financial Statements  ..........................  Section 3.7 
Inventory  .............................................  Section 6.16(a) 
Inventory Schedule  ....................................  Section 6.16(a)(i) 
Inventory Value  .......................................  Section 6.16(a)(ii) 
Latest Balance Sheet  ..................................  Section 1.5(a) 
Liabilities  ...........................................  Section 1.5(c)(i) 
Net Book Value  ........................................  Section 1.5(c)(ii) 
Objection Notice  ......................................  Section 6.6(d) 
Payoff Indebtedness  ...................................  Section 1.5(c)(iii) 
Preliminary Closing Settlement Statement  ..............  Section 1.5(a) 
Preliminary Closing Statements  ........................  Section 1.5(a) 
Profit Sharing Plan  ...................................  Section 6.5(c) 
Purchase Price  ........................................  Section 1.2 
Real Property  .........................................  Section 1.1(a) 
Receivables  ...........................................  Section 6.16(b) 
Receivables Schedules  .................................  Section 6.16(b)(i) 
<PAGE> 
Receivables Value  .....................................  Section 6.16(b)(ii) 
Reserves  ..............................................  Section 3.7 
Retained Inventory  ....................................  Section 6.16(a)(iii) 
Robbins  ...............................................  Preamble 
Searcy  ................................................  Preamble 
Sellers  ...............................................  Preamble 
Seller Representative  .................................  Section 1.8(b) 
Surveys  ...............................................  Section 6.6(c) 
Title Binders  .........................................  Section 6.6(b) 
Title Company  .........................................  Section 6.6(a) 
Title Insurance  .......................................  Section 6.6(a) 
transfer  ..............................................  Section 1.1 
Triangle  ..............................................  Preamble 
Unacceptable Encumbrances  .............................  Section 6.6(d) 
U.S. GAAP  .............................................  Section 1.5(a) 
 
 
<PAGE> 
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed 
by their duly authorized representatives, all as of the day and year first 
above written. 
 
TRIANGLE PACIFIC CORP.                      ROBBINS, INC. 
 
 
By:  ------------------------------          By:  ---------------------------- 
     Floyd F. Sherman,                            James H. Stoehr, Jr., 
     Chairman of the Board and                    President 
     Chief Executive Officer 
 
 
ROBBINS HARDWOOD FLOORING, INC.              SEARCY FLOORING, INC. 
 
 
 
By:  ------------------------------          By:  --------------------------- 
     Robert J. Symon,                             James H. Stoehr, Jr. 
     Vice President and Treasurer                 Chairman of the Board 
 
 
 
 
     The undersigned, James H. Stoehr, Jr., hereby accepts appointment as the 
Seller Representative to act in accordance with the provisions of Section 1.8 
of the foregoing Agreement. 
 
 
 
---------------------------- 
James H. Stoehr, Jr. 
 
 
 
 
<PAGE> 
                         LIST OF EXHIBITS AND SCHEDULES 
 
 
Exhibit 7.4 - Opinion of Counsel to Buyer  ..........................  E- 
Exhibit 8.6 - Opinion of Counsel to Seller  .........................  E- 
Exhibit 8.9 - Noncompetition Agreement  .............................  E- 
Exhibit 8.10 - Data Processing Agreement  ...........................  E- 
Exhibit 9.2 - Trademark Agreement  ..................................  E- 
Exhibit 9.3 - Individual Assignment to Robbins  .....................  E- 
Exhibit 9.4 - Individual Assignment to Searcy  ......................  E- 
Exhibit 9.5 - Supply Agreement  .....................................  E- 
Schedule 1.1(a) - Real Property  ....................................  S- 
Schedule 1.1(b)(i) - Equipment and Machinery  .......................  S- 
Schedule 1.1(b)(ii) - Excluded Equipment and Machinery  .............  S- 
Schedule 1.1(c)(i) - Purchased Inventory  ...........................  S- 
Schedule 1.1(c)(ii) - Retained Inventory  ...........................  S- 
Schedule 1.1(e)(i) - Purchased Software  ............................  S- 
Schedule 1.1(g) - Contracts and Agreements  .........................  S- 
Schedule 1.1(h)(i) - Prepaid Expenses  ..............................  S- 
Schedule 1.1(h)(ii) - Excluded Prepaid Expenses  ....................  S- 
Schedule 1.1(j) - Other Assets  .....................................  S- 
Schedule 1.5(a) - Preliminary Closing Settlement Statement  .........  S- 
Schedule 1.5(c) - Liabilities Assumed  ..............................  S- 
Schedule 1.7(a) - Final Closing Settlement Statement  ...............  S- 
Schedule 3.1 - Jurisdictions  .......................................  S- 
Schedule 3.3 - Noncontravention  ....................................  S- 
Schedule 3.4 - Governmental Approvals  ..............................  S- 
Schedule 3.5 - Ownership of Business  ...............................  S- 
Schedule 3.6 - Title to Assets  .....................................  S- 
Schedule 3.8 - Seller Liabilities  ..................................  S- 
Schedule 3.9 - Absence of Certain Changes  ..........................  S- 
Schedule 3.10 - Tax Matters  ........................................  S- 
Schedule 3.12 - Legal Proceedings  ..................................  S- 
Schedule 3.13 - Real Property  ......................................  S- 
Schedule 3.14 - Tangible Personal Property  .........................  S- 
Schedule 3.15 - Leased Property  ....................................  S- 
Schedule 3.16 - Inventory Exceptions  ...............................  S- 
Schedule 3.17 - Receivables Exceptions  .............................  S- 
Schedule 3.18 - Intellectual Property  ..............................  S- 
Schedule 3.19 - Permits  ............................................  S- 
Schedule 3.20 - Contracts and Agreements  ...........................  S- 
Schedule 3.21 - ERISA  ..............................................  S- 
Schedule 3.22 - Environmental Matters  ..............................  S- 
Schedule 3.23 - Labor Relations  ....................................  S- 
Schedule 3.24 - Customers and Suppliers  ............................  S- 
<PAGE> 
Schedule 3.28 - Insider Interests  ..................................  S- 
Schedule 6.16(a) - Inventory Schedule  ..............................  S- 
Schedule 6.16(b) - Receivables Schedule  ............................  S-