ASSET PURCHASE AGREEMENT


                                  By and Among


                                LOWY GROUP, INC.,


                          J.B. POINDEXTER & CO., INC.,


                                       and


                       BLUE RIDGE ACQUISITION COMPANY, LLC



                                 August 31, 1998








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                                Table of Contents

                                                                        Page

ARTICLE 1                  PURCHASE AND SALE OF ASSETS                    1

       1.1       Purchased Assets; Excluded Assets                        1
       1.2       Assumed Liabilities;                                     3
       1.3       Purchase Price for the Assets                            4
       1.4       Transfer Taxes; Recording Fees                           7
       1.5       Closing                                                  7
       1.6       Risk of Loss                                             8

ARTICLE 2                 REPRESENTATIONS AND WARRANTIES OF THE
                                 SELLER AND PARENT8

       2.1       Corporate Matters                                        8
       2.2       Validity of Agreement and Conflict with Other 
                    Instruments                                           8
       2.3       Approvals, Licenses and Authorizations                   9
       2.4       Title to and Condition of Properties                     9
       2.5       Purchased Proprietary Rights                             9
       2.6       Contracts and Commitments                                9
       2.7       No Litigation                                           10
       2.8       No Adverse Changes or Events                            11
       2.9       Suppliers                                               12
      2.10       Customers                                               12
      2.11       Certain Business Relationships with Affiliates          12
      2.12       Environmental Matters                                   12
      2.13       Financial Statements; No Undisclosed Liabilities        13
      2.14       Purchased Real Property                                 14
      2.15       Equipment; Vehicles; Personal Property                  14
      2.16       Inventory                                               14
      2.17       Accounts Receivable                                     15
      2.18       Disclaimer of Implied Warranties                        15  
      2.19       Insurance                                               15
      2.20       Employee Benefit Plans and Employment Agreements        15
      2.21       Employment and Labor Matters                            16
      2.22       Immigration                                             16
      2.23       Taxes                                                   16
      2.24       No Defaults or Violations                               17
      2.25       Finder's Fees                                           17

ARTICLE 3          REPRESENTATIONS AND WARRANTIES OF THE BUYER           17

<PAGE>

       3.1       Organizational Matters                                  17
       3.2       Validity of Agreement and Conflict with Other 
                    Instruments.                                         17
       3.3       Approvals and Authorizations                            18
       3.4       Litigation.                                             18
       3.5       Finder's Fees                                           18

ARTICLE 4                ADDITIONAL AGREEMENTS                           18

       4.1       Implementing Agreements                                 18
       4.2       Consents and Approvals                                  18
       4.3       Employee Matters                                        18
       4.4       Continuation of Employee Benefits.                      19
       4.5       Use of Names.                                           20
       4.6       Access to Information and Facilities                    20
       4.7       Due Diligence                                           20
       4.8       Preservation of Businesses                              20
       4.9       Exclusivity                                             20
       4.10      Accounts                                                20
       4.11      Monthly Financial Statements                            21
       4.12      Inquiry of Lagasse                                      21

ARTICLE 5                  BUYER'S CONDITIONS                            21

       5.1       Representations, Warranties and Covenants               21
       5.2       No Material Adverse Change.                             21
       5.3       No Litigation                                           21
       5.4       Real Estate                                             22
       5.5       Beck Purchase Price                                     22
       5.6       Consents and Approvals                                  22
       5.7       Updated Schedules                                       22
       5.8       Closing Actions                                         22

ARTICLE 6                  SELLER'S CONDITIONS                           23

       6.1       Representations, Warranties and Covenants               23
       6.2       No Litigation                                           23
       6.3       Consents and Approvals                                  23
       6.4       Closing Actions                                         23
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ARTICLE 7                  INDEMNIFICATION                               24


       7.1       Indemnification by Seller                               24
       7.2       Indemnification by Buyer.                               24
       7.3       Indemnification Procedures.                             25
       7.4       Settlement.                                             25
       7.5       Limitations on Liability                                26
       7.6       Effect on Purchase Price of Indemnity Payments          26

ARTICLE 8        NATURE OF STATEMENTS AND SURVIVAL OF COVENANTS,
                   REPRESENTATIONS, WARRANTIES AND AGREEMENTS            26

ARTICLE 9                  TERMINATION                                   27

       9.1        Events of Termination                                  27
       9.2        Liability Upon Termination27
       9.3        Notice of Termination                                  27

ARTICLE 10                 DEFINITIONS OF CERTAIN TERMS                  28

      10.1        "Accounts Receivable"                                  28
      10.2        "Affiliate"                                            28
      10.3        "Agreement"                                            29
      10.4        "Assumed Liabilities"                                  29
      10.5        "Businesses"                                           29
      10.6        "Business Day"                                         29
      10.7        "Businesses'Financial Statements"                      29
      10.8        "Buyer"                                                29
      10.9        "CERCLA"                                               29
      10.10       "Code"                                                 29
      10.11       "Confidential Information"                             29
      10.12       "Contracts"                                            29
      10.13       "Debt Obligations"                                     29
      10.14       "Easements"                                            29
      10.15       "Environmental Laws"                                   30
      10.16       "Environmental Permit"                                 30
      10.17       "Equipment"                                            30
      10.18       "ERISA"                                                30
      10.19       "Excluded Assets"                                      30
      10.20       "GAAP"                                                 30
      10.21       "Governmental Entity"                                  30
      10.22       "Hazardous Substance"                                  30

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      10.23        "Inventories"                                         31
      10.24        "Law"                                                 31
      10.25        "Lien"                                                31
      10.26        "Loss"or "Losses"                                     31
      10.27        "Material Adverse Change"                             31
      10.28        "Material Adverse Effect"                             31
      10.29        "Order"                                               31
      10.30        "Ordinary Course of Business"                         31
      10.31        "Permits"                                             32
      10.32        "Permitted Liens"                                     32 
      10.33        "Person"                                              32
      10.34        "Proprietary Information"                             32
      10.35        "Proprietary Rights"                                  32
      10.36        "Proceeding"                                          32
      10.37        "Seller"                                              32
      10.38        "Taxes"                                               32
      10.39        "Tax Return"                                          33
      10.40        "Title Insurer"                                       33
      10.41        "Knowledge"                                           33

ARTICLE 11                 MISCELLANEOUS                                 33

      11.1          Public Announcements                                 33
      11.2          Other Action                                         33
      11.3          Expenses                                             33
      11.4          Notices                                              34
      11.5          Successors                                           35
      11.6          Entire Agreement                                     35
      11.7          Governing Law                                        36
      11.8          Waiver                                               36
      11.9          Severability                                         36
      11.10         No Third Party Beneficiaries                         36
      11.11         Counterparts                                         36
      11.12         Interpretation                                       36

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                                List of Schedules


Schedule                               Subject Matter

1.1(a)(i)                              Equipment
1.1(a)(ii)                             Inventories
1.1(a)(iii)                            Accounts Receivable
1.1(a)(iv)                             Purchased Real Property
1.1(a)(v)                              Easements
1.1(a)(vi)                             Purchased Proprietary Rights
1.1(a)(vii)                            Vehicles
1.1(a)(x)                              Personal Property Leases
1.1(a)(xi)                             Contracts
1.1(a)(xii)                            Permits
1.1(b)                                 Excluded Assets
1.2(a)                                 Certain Assumed Liabilities
1.3(a)                                 Beck Purchase Price
1.3(b)(iv)                             Determination of Net Inventory
1.3(d)                                 Allocation of Purchase Price
2.1                                    Seller Foreign Jurisdiction
2.2(b)                                 Conflicts
2.3                                    Seller Consents
2.5                                    Purchased Proprietary Rights
2.6                                    Contracts
2.7                                    Litigation
2.8                                    Adverse Changes or Events
2.9                                    Suppliers
2.10                                   Customers
2.11                                   Relationships with Affiliates
2.12                                   Environmental Matters
2.13(a)                                Businesses' Financial Statements
2.14                                   Purchased Real Property Matters
2.16                                   "As Is" Inventory
2.19(a)                                Insurance
2.19(b)                                Insurance Claims
2.20                                   Benefit Plans
2.21                                   Employment and Labor Matters
2.22                                   Immigration
2.24                                   Defaults and Violations
3.3                                    Buyer Consents
4.4(c)                                 Former Employees

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                           ASSET PURCHASE AGREEMENT

                  This Asset Purchase  Agreement (this  "Agreement") is made and
entered  into this 31st day of August,  1998 by and among LOWY  GROUP,  INC.,  a
Delaware  corporation  (the "Seller"),  J.B.  POINDEXTER & CO., INC., a Delaware
corporation  and the sole  stockholder  of  Seller  ("Parent"),  and BLUE  RIDGE
ACQUISITION COMPANY, LLC, a Delaware limited liability company (the "Buyer").

                                   WITNESSETH:

                  WHEREAS,  Seller is engaged in the  business  of,  among other
things,  manufacturing  carpet  through  its Blue Ridge  Carpet  Mills  Division
located in Ellijay,  Georgia and dyeing  carpet  through its Courier  Dyeing and
Printing Division located in Ellijay, Georgia (collectively,  the "Businesses");
and

                  WHEREAS, the Seller and Parent desire to transfer to the Buyer
the  Businesses  and the  properties and assets related to or used for operating
the Businesses, and the Buyer desires to acquire such Businesses, properties and
assets,  and assume certain  liabilities  related thereto all upon the terms and
subject to the conditions set forth herein;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
respective covenants and agreements contained herein and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged,  the
parties hereto agree as follows (all capitalized  terms not otherwise defined in
this Agreement shall have the meanings given to them in Article 10):

                                    ARTICLE 1
                     
                           PURCHASE AND SALE OF ASSETS

1.1             Purchased Assets; Excluded Assets 

     (a)      Purchased  Assets.  Subject  to the  terms  and conditions of this
Agreement  and in  consideration  of the  obligations  of the Buyer as  provided
herein,  and except as otherwise  provided in Section  1.2, at the Closing,  the
Seller shall sell, assign,  transfer,  deliver and convey to the Buyer, free and
clear of any Liens except Permitted Liens, and the Buyer shall purchase, acquire
and take assignment and delivery from the Seller,  the Seller's right, title and
interest in, to and under the  Businesses  and certain  assets,  properties  and
rights that are related to or used for the Businesses (the "Purchased  Assets"),
including the following: 

     (i)       the Equipment set forth in Schedule 1.1(a)(i);

     (ii)      the Inventories set forth in Schedule 1.1(a)(ii);


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     (iii)     the Accounts Receivable set forth in Schedule 1.1(a)(iii);

     (iv)      the parcels of land set forth in Schedule 1.1(a)(iv), 
     together with all privileges and easements appurtenant thereto and all 
     buildings, plants, facilities, installations, fixtures and other structures
     and improvements situated or located thereon or attached thereto
     (collectively, the "Purchased Real Property");

     (v)       the Easements set forth in Schedule 1.1(a)(v);

     (vi)      the Purchased Proprietary Rights set forth in Schedule 1.1(a)(vi)
     (the "Purchased Proprietary Rights");

     (vii)     the Vehicles set forth in Schedule 1.1(a)(vii);

     (viii)    all prepaid expenses, deposits made by the Seller, and deposits
     made by customers relating to the Businesses;

     (ix)      any goodwill associated with the Businesses;

     (x)       the equipment leases and other leases set forth in Schedule
     1.1(a)(x) (collectively, the "Personal Property Leases");

     (xi)      the Contracts set forth in Schedule 1.1(a)(xi),including, but not
     limited to, all customer purchase orders;

     (xii)     the Permits set forth in Schedule 1.1(a)(xii)

     (xiii)    copies of all financial books and records necessary for the
     operations of Businesses and the Purchased Assets;

     (xiv)     all rights under warranties relating to the Equipment;

     (xv)      copies of all employee records;

     (xvi)     all customer lists;

     (xvii)    all Benefit Plans set forth in Schedule 1.1(a)(xvii); and

     (xviii)   all other assets used in the Businesses.

Items  (x) and  (xi) are  referred  to  herein  collectively  as the  "Purchased
Contracts."

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          (b)  Excluded  Assets.  Notwithstanding  anything  in  Section  1.1(a)
to the  contrary,  the  Purchased  Assets shall not include  those assets of the
Seller listed or described in Schedule  1.1(b) to this Agreement  (collectively,
the "Excluded Assets"). 

1.2             Assumed Liabilities;  Retained Liabilities.

     (a)      Assumed Liabilities.  At  the Closing, the Seller shall assign all
of its  respective  right,  title and  interest  in and to, and the Buyer  shall
assume and agree to pay, perform, fulfill and discharge in a timely manner:

          (i)  all  liabilities  and  obligations  of Seller under all Purchased
Contracts  or  service   commitments   relating  to  the  Businesses  except  as
specifically set forth in Section 1.2(b) or elsewhere in this Agreement;

          (ii) all payroll, accrued vacation obligations, and other  liabilities
(except for payroll,  accrued  vacation  obligations  and other  liabilities  to
Norman E. Gibbs, Jr.) incurred with respect to employee benefits with respect to
Continuing Employees for any periods prior to the Closing Date which are accrued
on the  Businesses'  Financial  Statements or incurred in the Ordinary Course of
Business  since the date of the last balance sheet  included in the  Businesses'
Financial Statements;

          (iii) Except as otherwise provided in this Agreement,  all liabilities
and obligations in connection with Environmental Laws;

          (iv) all warranty obligations for products sold and services performed
by the Businesses prior to the Closing Date;

          (v)   certain  non-interest  bearing  current  liabilities  of  the
Businesses listed in Schedule 1.2(a) including trade accounts payable (excluding
an amount  equal to the sum of all checks  issued by Seller  for the  payment of
trade  accounts  payable but not presented for payment at the effective  time of
the Closing  ("Checks in Transit") and operating  expenses  which are accrued on
the  Businesses'  Financial  Statements  or incurred in the  Ordinary  Course of
Business  since the date of the last balance sheet  included in the  Businesses'
Financial Statement;

          (vi)   up to $150,000 of health insurance  claims  liability  existing
on the Closing Date which are accrued on the Businesses' Financial Statements or
incurred in the Ordinary  Course of Business  since the date of the last balance
sheet  included  in the  Businesses'  Financial  Statement  or  which  represent
incurred but not reported claims (the "Assumed Health Insurance Liability"); and

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          (vii)   up  to $115,000 of the unfunded liability of the Seller at the
Closing Date under its Unfunded  Deferred  Compensation Plan (Top Hat Plan) (the
"Assumed Retirement Plan Liability").

The obligations  being assumed by the Buyer are collectively  referred to herein
as the "Assumed Liabilities".  The assumption of the Assumed Liabilities will be
evidenced by the Buyer's  execution and delivery of the assumption  contemplated
by Section 6.4(c).

     (b)    Liabilities  Not  Assumed by the  Buyer.   Except  for  the  Assumed
Liabilities, the Buyer shall not assume or otherwise be liable in respect of, or
be deemed to have assumed or otherwise be liable in respect of, any Debt, claim,
obligation   or  other   liability  of  the  Seller   (collectively,   "Retained
Liabilities").  The Retained  Liabilities shall include, but are not limited to,
the following:

          (i)  all obligations or liabilities  under the Retention Bonus Letters
dated  December  11,  1997 and  December  19,  1997  sent to C.B.  Hatch,  David
Westmoreland, Edgar Bailey, Eric Krause, Clarence Griffin and Norman Gibbs, III;

          (ii)  all obligations of the Seller to Norman E. Gibbs, Jr.;

          (iii) all interest bearing Debt of the Seller and all accrued interest
or prepayment fees thereon;

          (iv)  any  incentive compensation liability of the Seller payable as a
result of this transaction;

          (v)   all health insurance liability in excess of the  Assumed  Health
Insurance Liability;

          (vi) all retirement plan liability in excess of the Assumed Retirement
Plan Liability;

         (vii) any liability relating to worker's compensation claims associated
with events occurring on or prior to the Closing Date; and

        (viii) any liability relating to Checks in Transit; and

          (ix) any liability relating to the Excluded Assets.


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1.3           Purchase Price for the Assets. 

     (a)     Base Purchase Price. At the Closing,  in  consideration of the sale
and transfer to the Buyer of the  Purchased  Assets,  the Buyer shall pay to the
Seller an amount equal to  $18,000,000  plus all amounts  expended by the Seller
prior to the Closing Date to acquire,  transport and install the small  pressure
beck described in Schedule 1.3(a) (the "Beck Purchase Price")(the "Base Purchase
Price"). The Base Purchase Price shall be subject to adjustment prior to Closing
as provided in Section  1.3(b) and after Closing as provided in Section 1.3(d) .
The Base Purchase Price shall be paid to Seller as follows:

               (i)   $17,500,000 plus  (A) the Beck Purchase Price  and  (B) any
Preclosing Price Adjustment (to the extent the calculation  described in Section
1.3(c)  results  in an  increase  to the  Base  Purchase  Price)  and  less  any
Preclosing Price Adjustment (to the extent the calculation  described in Section
1.3(c)  results in a decrease to the Base  Purchase  Price) by wire  transfer of
immediately available funds to an account or accounts designated by Seller; and

               (ii)  $500,000 by wire transfer of immediately available funds to
Chase  Bank of Texas,  national  association  (the  "Escrow  Agent")  to be held
pursuant to the terms and conditions of the escrow agreement  attached hereto as
Exhibit A (the "Escrow Agreement").

     (b)  Preclosing  Adjustments.  The Base Purchase Price will be increased or
decreased  dollar for dollar to the extent  Seller's  Working Capital is greater
than or less than,  respectively,  the average working  capital  employed in the
Businesses  for the twelve (12) months  ended July 31, 1998 of  $7,090,000  (the
"Working Capital Peg") based upon a Preliminary  Closing Date Balance Sheet (the
"Preliminary  Closing Date Balance  Sheet") and a  Preliminary  Working  Capital
Schedule (the "Preliminary  Working Capital Schedule")  provided for herein. For
the purposes of this Section, the following terms have the following meanings:

               (i)   "Current Assets"  means  all Net Accounts  Receivable,  Net
Inventory and prepaid expenses.

               (ii)  "Current  Liabilities"  means,  without  duplication,   all
Assumed  Liabilities  which  would  be  considered  under  GAAP  to  be  current
liabilities.

             (iii) "Net Accounts Receivable" shall mean all Accounts Receivable,
excluding  any amounts  recorded  therein  related to cash deposits for unfilled
purchase  orders from  customers  for  shipments  not made as of the end of each
month  for the  period  being  used to  calculate  such  receivables  ("Customer
Deposits"),  acquired  by Buyer on the  Closing  Date less a reserve of $101,000
(the "Reserve").

             (iv) "Net Inventory" shall mean all Inventory acquired by the Buyer
on the Closing Date (but  excluding  all  Inventory  described on Schedule  2.16
except  to  the  extent  such  Inventory  is  included  in  inventory   reserves
established in accordance with GAAP) valued  according to GAAP less a reasonable


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<PAGE>

inventory  reserve  established  in  accordance  with GAAP  applied  in a manner
consistent  with Seller's past practice.  The manner and method for  determining
Net Inventory shall be as described in Schedule 1.3(b)(iv).

               (v)  "Working Capital"  means the excess of Current  Assets  over
Current Liabilities as shown in the Purchase Price Adjustment Schedule.

     (c)  Calculations.  The calculations of Working Capital are to be made in a
manner consistent with Seller's  preparation of the Financial  Statements of the
Businesses for the year ended December 31, 1997  (including  classifications  of
assets and  liabilities)  and consistent  with the provisions of Section 1.3(b).
Prior to the  Closing  Date,  the Buyer  shall  deliver to Seller a  Preliminary
Closing Date Balance  Sheet and a schedule  based upon the  Preliminary  Closing
Date Balance Sheet showing the Current Assets,  the Current  Liabilities and the
Working Capital (the  "Preliminary  Working Capital  Schedule")  which Buyer and
Seller  shall  agree upon prior to the  Closing.  When the  Preliminary  Working
Capital  Schedule is agreed upon, the Base Purchase Price shall be (i) increased
dollar for dollar to the extent Working Capital shown on the Preliminary Working
Capital  Schedule is greater  than the sum of Working  Capital Peg and  Customer
Deposits  and (ii)  decreased  dollar for dollar to the extent  Working  Capital
shown  on the  Preliminary  Working  Capital  Schedule  is less  than the sum of
Working Capital Peg and Customer Deposits (the "Preclosing Price Adjustment").

     (d) Post Closing Adjustments. The Base Purchase Price will be (i) increased
dollar for dollar to the extent Seller's  Working Capital as finally  determined
after the  Closing  pursuant  to Section  1.3(e) is greater  than the sum of the
Working Capital Peg and Customer  Deposits and (ii) decreased  dollar for dollar
to the extent Seller's  Working Capital as finally  determined after the Closing
pursuant to Section  1.3(e) is less than the sum of the Working  Capital Peg and
Customer  Deposits.  The Base Purchase  Price as adjusted by Section  1.3(b) and
this Section 1.3(d) is hereinafter referred to as the "Purchase Price."

     (e) Post Closing  Calculations.Within 60 days after the Closing Date, Buyer
shall deliver to Seller a draft  closing date balance sheet (the "Draft  Closing
Date Balance  Sheet") and a schedule  based upon the Draft  Closing Date Balance
Sheet  showing  the Current  Assets,  the  Current  Liabilities  and the Working
Capital  (the  "Draft  Working  Capital  Schedule").  Within 15 days after Buyer
delivers the Draft Closing Date Balance Sheet and the Working  Capital  Schedule
to Seller,  Seller must state,  in writing by notice to Buyer within such 15 day
period,  whether  Seller agrees or disagrees with the Draft Closing Date Balance
Sheet or Working Capital  Schedule (in whole or in part).  The failure of Seller
to so state  within  such 15 day  period  will  result  in the  Seller's  deemed
acceptance of the Draft Closing Date Balance Sheet and Working Capital Schedule.
If the parties are in agreement as to the Draft  Closing Date Balance  Sheet and
Working Capital  Schedule (either as a result of Seller's notice being delivered
within the 15 day period or Seller  being  deemed in  agreement  for  failure to
deliver its notice  within such 15 period)  then the Draft  Closing Date Balance
Sheet shall become the Closing Date Balance Sheet and the adjustment to the Base

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<PAGE>

Purchase Price under Section 1.3(d) will be calculated using the Working Capital
Schedule and taking into account the Preclosing  Price  Adjustment and the party
owing the other will pay that amount,  plus interest  calculated at a rate of 8%
per  annum  accrued  on the  amount  owed from the  Closing  Date to the date of
payment.  If Seller timely delivers its notice of disagreement,  then Seller and
Buyer will have 15 days to resolve  their  differences.  If they  resolve  their
differences,  the adjustment to the Base Purchase Price and payment will be made
as set forth above. If they are unable to resolve their differences  within such
15 day period,  the matter will be submitted within 15 days to a mutually agreed
upon  independent  accountant  with the Atlanta  office of KPMG Peat Marwick LLP
(the  "Accountant")  for  arbitration  with the  adjustment to the Base Purchase
Price under Section 1.3(d) being  calculated in accordance with the Accountant's
decision, which shall be final and binding on all parties. Seller and Buyer will
cooperate  with each other in order to facilitate and complete the procedures as
described in this  paragraph.  All fees and expenses of the Accountant  shall be
paid by the  Buyer  and the  Seller  in such  amounts  as the  Accountant  shall
determine  based upon his  determination  as to the merits of each such  party's
arguments with respect to the differences resolved by him.

     (f)  Allocation of Purchase  Price.  The Purchase  Price shall be allocated
among the  Purchased  Assets by the Buyer and the Seller in the manner set forth
in Schedule  1.3(d) with such Schedule to be revised based upon the Closing Date
Balance Sheet. The Seller and Buyer agree that:

            (i) such allocation of the Purchase Price will be in accordance with
Section 1060 of the Code and the regulations thereunder; and

           (ii) the Buyer and the Seller will treat and report in filings under 
the  Code  and the  transactions  contemplated  by this  Agreement  in a  manner
consistent with Schedule 1.3(f).

1.4             Transfer Taxes; Recording Fees .

     (a)  Transfer Taxes. The Buyer shall pay, and indemnify the Seller against,
and  protect,  save and hold the  Seller  harmless  from,  any loss,  liability,
obligation  or claim  for any and all  sales,  use,  transfer,  stamp,  vehicle,
service,  or other similar taxes (other than income or similar taxes relating to
the sale of the Purchased Assets) and any interest, penalties,  additions to tax
and fines thereon or related thereto imposed as a result of the  consummation of
the transactions contemplated by this Agreement.

     (b)  Recording Fees. The Buyer shall pay any and all  recording,  filing or
other fees relating to the  conveyance or transfer of the Purchased  Assets from
the Seller to the Buyer.

1.5      Closing . Subject to the  conditions set forth in this  Agreement,  the
consummation of the purchase,  sale and assignment of the Purchased Assets,  and
assumption  of  the  Assumed  Liabilities,   pursuant  to  this  Agreement  (the
"Closing")  shall take place at 10:00 a.m. on August 31, 1998,  or at such other

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<PAGE>

time, date and place as the parties hereto shall mutually agree upon in writing,
but not later than September 30, 1998 (the "Closing  Date").  The effective date
and time of the Closing shall be 12:01 a.m. on August 31, 1998.

1.6      Risk of Loss . Risk of loss or damage to the  Purchased  Assets by fire
or other casualty  occurring  prior to the Closing shall remain with the Seller,
and risk of loss or damage  to the  Purchased  Assets by fire or other  casualty
occurring after the Closing shall be borne by the Buyer.

                                     ARTICLE  2

             REPRESENTATIONS AND WARRANTIES OF THE SELLER AND PARENT

                  The Seller and Parent,  jointly and  severally,  represent and
warrant to the Buyer as follows:

2.1       Corporate  Matters . The Seller is a  corporation  duly  incorporated,
validly  existing and in good  standing  under the laws of the State of Delaware
with full corporate power and authority (i) to enter into this  Agreement,  (ii)
to perform its obligations under this Agreement, (iii) to own, lease and operate
its  properties  and  (iv) to  carry on the  Businesses  as they are now  owned,
leased, operated and carried on. The Seller is qualified to do business in those
foreign  jurisdictions  set forth in Schedule  2.1 which  jurisdictions  are, to
Seller's Knowledge,  the only jurisdictions where the failure to be so qualified
could result in a Material Adverse Effect.

2.2        Validity of Agreement and Conflict with Other Instruments .

     (a) Validity of Agreement.  This Agreement  constitutes a legal,  valid and
binding  obligation of the Seller  enforceable  against the Seller in accordance
with its terms,  except  that the  enforceability  of Seller's  obligations  are
subject to (i) applicable bankruptcy, insolvency, or other similar laws relating
to or affecting the enforcement of creditors'  rights generally and (ii) general
principles of equity.

     (b)  Conflict  with  Other  Instruments.  Except as set  forth in  Schedule
2.2(b),  neither (i) the execution and delivery of this Agreement,  nor (ii) the
consummation  or  performance  of  the  transactions  contemplated  hereby  will
directly or indirectly, with or without notice or lapse of time or both:

         (i) conflict with or violate the Certificate of Incorporation or Bylaws
of the Seller;

        (ii) conflict with, result in a violation or breach of any provision of,
or give any Person the right to declare a default or exercise any remedy  under,
or to  accelerate  the maturity or  performance  of, or to cancel,  terminate or
modify, any Purchased Contract;

                                       8
<PAGE>

        (iii) result  in the creation or imposition of any material Lien,  other
than  Permitted  Liens and Liens  created by the Buyer,  on any of the Purchased
Assets or permit the  acceleration of the maturity of any indebtedness of Seller
or any indebtedness secured by any Purchased Asset; or

         (iv) violate any Law in effect on the date of this Agreement applicable
to the Seller, the Businesses or any of the Purchased Assets.

2.3      Approvals, Licenses and Authorizations. Except as set forth in Schedule
2.3 ("Seller  Consents"),  no consent,  authorization  or approval of, filing or
registration with, or notification to, any Person not a party to this Agreement,
or any Governmental  Entity,  is required in connection with Seller's  execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated hereby.

2.4       Title  to and  Condition  of  Properties  . The  Seller  has  good and
marketable title to and is the lawful owner of the Purchased Real Property, free
and clear of any Liens,  other than Permitted Liens. The Seller has the right to
sell, convey,  transfer and deliver all Purchased Assets to the Buyer. Except as
set forth in Schedule  2.4, all of the  tangible  Purchased  Assets  (other than
Inventory),  whether real or personal,  owned or leased, are fit for the purpose
for which  they were  procured  or  manufactured.  and have been  maintained  in
accordance with past practices and in good operating  condition and repair, with
the exception of normal wear and tear.

2.5      Purchased  Proprietary  Rights . Schedule  1.1(a)(vi) sets forth a true
and accurate list of all Proprietary Rights owned by the Seller that are related
to or necessary to the Businesses as presently conducted or which are related to
other Purchased Assets (the "Purchased Proprietary Rights"). Except as otherwise
described in Schedule 2.5: (a) Seller owns or possesses adequate,  perpetual and
irrevocable rights in and to all of the Purchased  Proprietary Rights and is not
obligated  to pay any  royalty,  license  fee or other  payment to any Person in
order to use  them;  and (b) none of the  Purchased  Proprietary  Rights  is the
subject of any (i) pending or, to the Seller's Knowledge, threatened litigation,
or (ii) claim of infringement or  misappropriation  and, to Seller's  Knowledge,
there is no basis for making any such claim.

2.6      Contracts and Commitments .

     (a)  Schedule  2.6 sets  forth a true and  accurate  list of the  following
Contracts and commitments relating to the Businesses:

          (i)  any Contract requiring the  expenditure   or  series  of  related
expenditures  of funds in excess of $10,000,  other than purchase orders entered
into in the Ordinary  Course of Business for goods  necessary  for the Seller to
complete then existing contracts or purchase orders;

                                       9
<PAGE>

         (ii) any loan or advance to,  or  investment  in,  any  Person  or  any
agreement,  contract,  commitment or understanding relating to the making of any
such loan, advance or investment;

        (iii) any Debt Obligations;

         (iv) any management service, employment, consulting, leased employee or
other similar type of Contract or arrangement;

          (v) any license, royalty or similar agreement;

         (vi) any collective bargaining agreement;

        (vii) any  Contract  or  arrangement  pursuant  to which  Seller  grants
or is granted any license or other rights to use any of the assets or any rights
of joint use with respect to any of the assets, other than any Personal Property
Lease;

       (viii) any  Contract not made in the Ordinary  Course of Business that is
to be performed in whole or in part on or after the date of this Agreement; and

         (ix) any  Contract  not  specified  above  that  is   material  to  the
Businesses.

The Seller has delivered to the Buyer true and accurate  copies of each document
set forth on  Schedule  2.6 as amended  or  modified  and each of the  Contracts
included in the Purchased Contracts as amended or modified.

     (b) To Seller's  Knowledge,  each of the  Purchased  Contracts is valid and
enforceable by the Seller in accordance with its terms. The Seller has performed
all of, and is not in default with respect to, its  material  obligations  under
any of the  Purchased  Contracts  and to the Seller's  Knowledge,  other parties
thereto  have  performed  all of, and are not in default  with respect to, their
material  obligations  thereunder.  The  Seller has not given nor  received  any
notice of termination or cancellation of any Purchased  Contracts.  Schedule 2.6
also sets forth a listing of all  Purchased  Contracts  requiring the consent of
any party for them to be transferred to Buyer.

2.7      No Litigation . Except as disclosed in Schedule 2.7, Seller (i) has not
received  any notice that an  injunction,  judgment,  Order,  decree,  ruling or
charge has been entered  against it and (ii) has not received any notice that it
is a party to or, to the  Seller's  Knowledge,  is not  threatened  to be made a
party to, any action,  suit,  proceeding,  hearing or  investigation  of, in, or
before any court or  quasi-judicial  or  administrative  agency of any  federal,
state, local or foreign jurisdiction or before any arbitrator.

2.8      No Adverse Changes or Events .

                                       10
<PAGE>

     (a) Except as  disclosed  in  Schedule  2.8,  since June 30,  1998 (or with
respect to any matter relating to taxes,  December 31, 1997) the Businesses have
been operated in the Ordinary Course of Business, and there has not been:

          (i) to Seller's Knowledge any Material Adverse Change in the condition
or results of operations of the  Businesses  except for such changes that in the
aggregate have not had a Material Adverse Effect;

         (ii) any  physical  damage or physical destruction incurred or suffered
by the Businesses or the Purchased Assets in excess of $10,000;

        (iii) any  sale,  transfer  or  other  disposition  of any properties or
assets, real, personal or mixed,  tangible or intangible,  used in, held for use
in, or related to the Businesses  having a value of $10,000 or more,  other than
sales in the Ordinary Course of Business; or

         (iv) any change in the Seller's method or principle of accounting.

     (b) Except as  disclosed  in  Schedule  2.8,  since June 30,  1998 (or with
respect to any matter  relating to taxes,  December 31,  1997) the Seller,  with
respect to the Businesses and the Purchased Assets, has not:

          (i) taken  any action,  or entered into or authorized  any Contract or
other  transaction  or any  amendment or  modification  to any Contract or other
transaction, other than in the Ordinary Course of Business;

         (ii) waived,  released  or canceled any claims against third parties or
debts owing to it or any rights, which have value in the aggregate, in excess of
$10,000;

        (iii) made any loan, advance or capital  contribution  to, or investment
in, any other  Person  other  than cash  advances  to  officers,  directors  and
employees  for  reimbursable  expenses  which  are in  the  Ordinary  Course  of
Business, and do not individually exceed $10,000;

         (iv) made any Tax election or settled or compromised any federal, state
or local Tax  liability,  or waived or extended  the statute of  limitations  in
respect of any such Taxes;

          (v) increased,  or  promised  increases in  compensation  to employees
other than regularly  scheduled  increases made in a manner consistent with past
practices; or

          (vi) altered or amended any Benefit Plan.

                                       11
<PAGE>

2.9       Suppliers  . Except as set  forth in  Schedule  2.9,  no  supplier  of
materials or services to the  Businesses  in an amount in excess of $250,000 per
year has during the last  twelve (12) months  decreased  materially,  or, to the
Seller's  Knowledge,  threatened  to decrease  materially  or limit  materially,
except upon the Businesses' request, its provision of services or supplies.  The
Seller  does  not  have  any  knowledge  of any  termination,  cancellation,  or
limitation of, or any material modification or change in, during the last twelve
(12) months, the business  relationships of the Businesses with any suppliers of
materials  or  services  in any  amount  in  excess of  $250,000  per year.  The
Businesses'  relationships  and pricing terms with its yarn  suppliers  have not
changed in any material respects from those in effect during 1997.

2.10      Customers  .  Except  as set  forth  in  Schedule  2.10,  to  Seller's
Knowledge  there  has not been  any  change  in the  business  relationships  or
prospects of the Businesses  with any customer to whom the Company had aggregate
sales during 1997 or during the 7-month period ending July 31, 1998 in excess of
$500,000.

2.11      Certain Business  Relationships  with Affiliates . Except as set forth
in  Schedule  2.11,  the  Businesses  have not  been  involved  in any  business
arrangement or  relationship  involving sales of products or supplies within the
last twelve (12) months with any Affiliate of the Businesses or of the Seller.

2.12      Environmental Matters .

        (a) The sole representations of the Seller with respect to environmental
matters are set forth in this Section  2.12.  To the extent  representations  in
other  sections  of this  Agreement  also  could  be  interpreted  to  apply  to
environmental  matters,  including,  but not  limited  to,  matters  related to,
arising under or concerning  Environmental Laws, such  representations  shall be
construed  to exclude all  environmental  matters and to apply to matters  other
than environmental  matters. The exclusive remedy which may be asserted by Buyer
with respect to any environmental matter or matters related to, arising under or
concerning  Environmental  Laws,  shall be a contract  action to recover Buyer's
actual economic damages pursuant to the indemnification  provisions of Article 7
of this  Agreement  if  Buyer  proves  a  breach  of any of the  representations
contained in this Section 2.12.  Without  limiting the  foregoing,  no action in
tort or strict  liability or for contribution or cost recovery may be maintained
by Buyer against Seller, related to the Purchased Assets, the Businesses, or any
Real  Property in  connection  therewith  including  any action  pursuant to any
Environmental  Laws, and BUYER HEREBY IRREVOCABLY WAIVES THE RIGHT TO BRING, AND
AGREES NOT TO BRING, ANY SUCH ACTION AGAINST SELLER.

         (b) Except as set forth on Schedule  2.12 to Seller's Knowledge:

               (i) The  Businesses  and  the  Purchased  Assets  are in material
compliance with all  applicable  Environmental Laws  that could give rise to any
material Liens and no condition or event  has  occurred  which,  with or without

                                       12
<PAGE>

notice or the passage of time or both, is reasonably  likely to give rise to any
material  Liens under any applicable Environmental  Laws  in connection with the
Purchased Assets or the Businesses;

              (ii) The  Seller  has   obtained  and  is  in  compliance  in  all
material respects with all  Environmental  Permits required for the ownership of
the Purchased Assets and the conduct and operation of the Businesses;

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

              (iv) The Seller is  not  subject  to  any  existing,  pending,  or
threatened  Proceedings  involving  any  alleged  violations  of,  or  potential
liability arising under,any Environmental Laws in connection with the Businesses
or the Purchased Assets;

               (v)  All  underground  storage tanks and connected pipes, valves,
and/or  associated  appurtenances("USTs")located  on or under the Purchased Real
Property are properly  registered  with the State of Georgia and are in material
compliance with current Georgia and federal law as well as with future law which
is proposed to take effect on December 22, 1998 (40 CFR Section 280.21); and

               (vi) The Purchased Real Property is  not  listed  on  the  United
States  Environmental  Protection Agency's National Priorities List of Hazardous
Wastes  Sites  nor any  other  list,  log,  schedule,  inventory,  or  record of
hazardous  materials or hazardous waste sites  maintained by any  federal,state,
county, or municipal governmental agency.

2.13      Financial Statements; No Undisclosed Liabilities .

          (a) Attached hereto as Schedule 2.13(a) are true and  accurate  copies
of the Businesses' Financial Statements which were prepared and delivered to the
Buyer prior to the date of this Agreement.  The Businesses' Financial Statements
(i) present fairly, in all material respects, the financial position, assets and
liabilities  of the  Businesses  as of  the  dates  thereof  and  the  revenues,
expenses, results of operations and cash flows of the Businesses for the periods
covered thereby in each case in conformity with GAAP applied consistently during
such periods in  accordance  with past  accounting  practices of Seller and (ii)
make adequate  disclosure  of, and provision for, all material  obligations  and
liabilities of the Businesses as of the dates thereof. Except as set forth in or
reflected on the balance sheets or Schedule  2.13(a) included in the Businesses'
Financial  Statements,  there are no liabilities,  debts, claims or obligations,
whether accrued, absolute,contingent or otherwise, including "off-balance sheet"
liabilities, whether due or to become due.

                                       13
<PAGE>

         (b) The Businesses' Financial Statements (i) have  been  prepared  from
the  books  and  records  of  the  Businesses,  and  (ii)  do  not  reflect  any
transactions that are not bona fide transactions.

2.14      Purchased  Real  Property . Schedule  1.1(a)(iv)  sets forth true  and
accurate  legal  descriptions  of all of the parcels of land owned by the Seller
and related to or necessary for the  Businesses and a description of any and all
buildings, plants, facilities,  installations,  fixtures and structures situated
or located  thereon.  Schedule  1.1(a)(v)  sets forth  true and  accurate  legal
descriptions of all material Easements (together with Real Property,  "Purchased
Real  Property").  Except as disclosed on Schedule 2.14,  there are no leases of
Real  Property to which the Seller is a party and which provide for the lease to
or by the Seller of any Real Property related to or necessary for the Businesses
(the "Real  Property  Leases").  The Seller has  delivered to the Buyer the most
recent title insurance  policies and surveys,  if any, for the Real Property and
true and accurate copies of material Easements as amended or modified. Except as
disclosed on Schedule  2.14,  the Seller has not received  notice of, and to the
Seller's knowledge,  there exists no, dispute,  claim, event of default or event
which constitutes or would  constitute,  with or without notice or lapse of time
or both,  a default  by the  Seller  under  any  material  Easement  or any Real
Property Lease.

2.15      Equipment; Vehicles; Personal Property . Schedule 1.1(a)(i) sets forth
a true and accurate  list of all of the  Equipment.  Schedule  1.1(a)(vii)  sets
forth a true and accurate list of all of the Vehicles.  Schedule  1.1(a)(x) sets
forth a true and  accurate  list of all  material  leases to or by the Seller of
personal  property that relates to other  Purchased  Assets or are related to or
necessary for the  Businesses.  Except as set forth in Schedule 2.15, all of the
Equipment  and all of the  personal  property  leased  by the  Seller  under the
Personal  Property Leases is presently  utilized by the Seller in the Businesses
in the Ordinary Course of Business.

2.16      Inventory  .  Schedule  1.1(a)(ii)  sets  forth  a true  and  accurate
description  of the nature,  amount and location of the Inventory as of the date
of this Agreement.  Except for inventory  listed on Schedule 2.16, which will be
sold "as is," each  item of the  Inventory  is of  merchantable  quality  and is
usable or salable in the Ordinary Course of Business,  and none of such items is
obsolete or is held by the Seller on assignment or consignment.

2.17      Accounts  Receivable  .  Schedule  1.1(a)(iii)  set  forth a  true and
accurate list of all Accounts Receivable as of the date of this Agreement.  Each
Account Receivable represents a sale made in the Ordinary Course of Business and
which arose  pursuant to an  enforceable  order for a bona fide sale of goods or
for services performed and is collectable in accordance with their terms subject
to the Reserve.

2.18      Disclaimer  of  Implied  Warranties . EXCEPT AS EXPRESSLY  PROVIDED IN
THIS AGREEMENT,  THE SELLER MAKES NO  REPRESENTATION  OR WARRANTY,  EXPRESSED OR
IMPLIED,  AS TO (A) THE MAINTENANCE,  REPAIR,  CONDITION,  DESIGN,  WORKMANSHIP,
SUITABILITY,  UTILITY OR  MARKETABILITY  OF ANY OF THE  PURCHASED  ASSETS OR ANY
PORTION THEREOF OR OTHER PROPERTY THEREON OR THE ABSENCE OF ANY DEFECTS THEREIN,

                                       14
<PAGE>

WHETHER LATENT OR PATENT, OR (B) ANY MATERIALS OR INFORMATION THAT MAY HAVE BEEN
MADE OR THAT WILL BE MADE  AVAILABLE  OR  COMMUNICATED  TO BUYER OR ITS  AGENTS,
CONSULTANTS  OR  REPRESENTATIVES  IN  CONNECTION  WITH  THIS  AGREEMENT  OR  THE
TRANSACTIONS  CONTEMPLATED  HEREBY,  OR ANY DISCUSSION OR PRESENTATION  RELATING
THERETO,  INCLUDING  ANY  EXPRESSED OR IMPLIED  WARRANTY OF  MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR  PURPOSE.  IT IS THE EXPRESS AGREEMENT OF THE BUYER AND
THE SELLER THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,  THE BUYER WILL
OBTAIN  RIGHTS IN THE PURCHASED  ASSETS IN THEIR PRESENT  CONDITION AND STATE OF
REPAIR, "AS IS" AND "WHERE IS" AND "WITH ALL FAULTS".

2.19      Insurance .

          (a)  Schedule  2.19(a)  sets  forth  a  true and accurate  list of all
material policies  of fire and casualty, liability, worker's compensation, title
and other forms of insurance held by the Seller and  applicable to any Purchased
Asset  or  the  Businesses.  All  such  insurance is currently in full force and
effect.

          (b)  Schedule  2.19(b)   sets  forth  a  true  and  accurate  list  of
all  material claims which (i) have been made by the  Seller since  December 31,
1996 under any insurance policy held by the Seller with respect to the Purchased
Assets or the operations of the Businesses, (ii) are still pending or (iii) were
for  more  than  $10,000  as  to  any one event or loss.  Except as set forth on
Schedule  2.19(b) there are no  pending or, to  Seller's  Knowledge,  threatened
claims under such insurance policy.

2.20      Employee  Benefit  Plans  and  Employment  Agreements . Schedule  2.20
contains  an  accurate  list of (a) all  "employee  welfare  benefit  plans"  or
"employee  pension  benefit  plans" as those terms are  respectively  defined in
sections 3(1) and 3(2) of ERISA,  (b) all  retirement  or deferred  compensation
plans,  incentive  compensation  plans, stock plans,  unemployment  compensation
plans, vacation pay, severance pay, bonus or benefit arrangements,  insurance or
hospitalization  programs  or any other  fringe  benefit  arrangements,  whether
pursuant to any Contract, arrangement,  custom or informal understanding,  which
do not constitute  "employee  benefit plans" as defined in section 3(3) of ERISA
and (c) all  employment  agreements,  covering  any  employee of the  Businesses
(collectively, the "Benefit Plans"). True and accurate copies or descriptions of
the Benefit Plans have been  supplied to the Buyer.  Seller does not now and has
never  maintained a defined  benefit  pension plan. All Benefit Plans comply and
have been  administered  in form and in operation in all material  respects with
all  requirements of Law, and to Seller's  Knowledge no event has occurred which
will  or  could  cause  any  such  Benefit  Plan to fail  to  comply  with  such
requirements  and  no  notice  has  been  issued  by  any  Governmental   Entity
questioning or challenging such compliance.  Each Benefit Plan that is qualified
under the provisions of Section 401(a) of the Code has obtained a  determination
letter signifying its qualified status and copies of those determination letters
have  been  provided  to Buyer.  Seller  does not  participate  in and has never

                                       15
<PAGE>

participated in a  multiemployer  pension plan, as defined in ERISA ss. 3(37)(A)
except for such  participation  which would not result in any  liability  to the
Buyer. The consummation of the transaction  contemplated by this Agreement shall
not result in the payment,  vesting or  acceleration  of any benefit which would
result in any  liability  to the  Buyer.  Other  than  claims  for  benefits  to
participants or beneficiaries in accordance with the terms of the Benefit Plans,
there are no claims  pending or, to the  knowledge of Seller,  threatened by any
participant  in any Benefit  Plan which  would  result in any  liability  to the
Buyer.

2.21      Employment  and Labor  Matters . Schedule  2.21 sets forth a true  and
accurate  list of all  salaried  employees of the Seller who are employed by the
Seller,  as of the date hereof,  in  connection  with the  Businesses  and their
annual  compensation  for the current fiscal year. There is neither pending nor,
to the Seller's knowledge,  threatened, any labor dispute, strike, work stoppage
or  organizational  effort in  connection  with the  Businesses or any charge or
complaint of an unfair labor  practice or similar  charge  against the Seller in
connection  with  the  Businesses.  The  Seller  has not  signed  any  currently
effective  collective  bargaining  or union  agreement  in  connection  with the
Businesses.

2.22      Immigration . To Seller's  Knowledge the Businesses' hiring procedures
have fully complied with all applicable immigration laws, regulations, and other
requirements of government  authorities having jurisdiction over the Businesses.
Except as disclosed in Schedule 2.22, the Businesses  have received no inquiries
from Immigration and Natural Services ("INS") concerning their employees and are
not a party to, or to the Seller's  Knowledge,  threatened to become a party to,
any INS proceeding or action.

2.23      Taxes . Seller has filed or will file all (a) Tax Returns prior to the
due dates thereof and (b) all other material filings in respect of Taxes for all
periods  through and including  the Closing Date as required by applicable  Law.
All Taxes shown as due on all such Tax Returns and other  filings have been paid
or will be paid prior to the due dates thereof.  Each such Tax Return and filing
is true and  accurate  and the Seller does not and will not have any  additional
liability  for Taxes with respect to any Tax Return or other  filing  heretofore
filed or which was  required  by Law to be filed,  other  than as  reflected  as
liabilities on the Financial Statements.  There are no Tax Liens upon any of the
Purchased Assets.

2.24      No Defaults or  Violations . Except as set forth on Schedule  2.24, to
the Seller's Knowledge:

          (a)    the  Businesses  and  the  Purchased  Assets  are  in  material
compliance  with, and  no violation  exists  under,  all  Laws applicable to the
Businesses and the Purchased Assets; and

          (b)    no notice  from any  Governmental  Entity has been  received by
the Seller with respect to the  Businesses (i) claiming any  material  violation
of any Law,including any building, zoning or other ordinance or(ii)requiring any
work, construction or expenditure, or asserting any Tax, assessment or penalty.

                                       16
<PAGE>

2.25      Finder's Fees . Except for Wheat First Union, Inc., the Seller has not
employed or retained  any  investment  banker,  broker,  agent,  finder or other
party,  or  incurred  any  obligation  for  brokerage  fees,  finder's  fees  or
commissions,  with  respect  to the sale by the  Seller of any of the  Purchased
Assets or with respect to the  transactions  contemplated by this Agreement,  or
otherwise  dealt with anyone  purporting  to act in the  capacity of a finder or
broker with  respect  thereto  whereby any party  hereto may be obligated to pay
such a fee or commission. The fees and expenses of Wheat First Union, Inc. shall
be borne by Seller.

                                    ARTICLE  3

                  REPRESENTATIONS AND WARRANTIES OF THE BUYER

                  The Buyer represents and warrants to the Seller as follows:

3.1       Organizational  Matters . The  Buyer  is  a limited liability company,
validly  existing and in good  standing  under the laws of the State of Delaware
with full  requisite  power and  authority to enter into this  Agreement  and to
perform its obligations under this Agreement.

3.2       Validity  of  Agreement  and  Conflict  with  Other Instruments.  This
Agreement and all transactions contemplated hereby have been duly authorized and
approved by all necessary  action on the part of the Buyer. No further action is
necessary on the part of the Buyer to execute and deliver  this  Agreement or to
consummate the transactions  contemplated  hereby.  This Agreement has been duly
executed and delivered by the Buyer and is a legal, valid and binding obligation
of the Buyer,  enforceable  against it in accordance with its terms, except that
the  enforceability  of this  Agreement is subjected to  applicable  bankruptcy,
insolvency  or  similar  laws  relating  to  or  affecting  the  enforcement  of
creditors' rights generally and to general  principles of equity.  The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby by the Buyer will not, directly or indirectly,  violate any
provision of, or constitute a default under,  any Contract to which the Buyer is
a party or by which it is bound, or conflict with its  organizational  documents
other than  violations,  defaults  or  conflicts  that would not have a Material
Adverse  Effect on the  ability  of the  Buyer to  consummate  the  transactions
provided for in this Agreement.

3.3       Approvals  and  Authorizations  . Except  as set forth on Schedule 3.3
("Buyer  Consents")  no  consent,   authorization  or  approval  of,  filing  or
registration with, or notification to, any Person not a party to this Agreement,
or any Governmental Entity, is required in connection with Buyer's execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.  

3.4       Litigation.  There is no pending or, to Buyer's Knowledge,  threatened
Proceeding by and against Buyer that challenges, or that seeks to prevent, delay
or make illegal this Agreement or any of the transactions  contemplated  herein.

3.5       Finder's Fees . The Buyer has not employed or retained any  investment
banker,  broker,  agent,  finder or other party,  or incurred any obligation for

                                       17
<PAGE>

brokerage fees,  finder's fees or  commissions,  with respect to the sale of the
Purchased  Assets  or with  respect  to the  transactions  contemplated  by this
Agreement, or otherwise dealt with anyone purporting to act in the capacity of a
finder or broker with respect  thereto whereby any party hereto may be obligated
to pay such a fee or a commission. 


                                    ARTICLE  4

                             ADDITIONAL AGREEMENTS


4.1       Implementing Agreements . Subject to the terms and conditions  hereof,
the  Seller  and  the  Buyer  shall take all actions  required of them to fulfil
their respective obligations under the terms of this Agreement and shall use all
commercially   reasonable   efforts  to  facilitate  the   consummation  of  the
transactions  contemplated  hereby.  Except  as  otherwise  expressly  permitted
hereby,  the Seller and the Buyer  agree that they will not take any action that
would  have the effect of  preventing  or  impairing  the  performance  of their
respective obligations under this Agreement.

4.2      Consents and Approvals .The Seller and the Buyer shall use commercially
reasonable  efforts to obtain the consents and  approvals  set forth on Schedule
2.3 and Schedule 3.3, respectively.  
 
4.3      Employee Matters . All employees of the Businesses except for Norman E.
Gibbs, Jr. (the "Continuing  Employees") shall,  commencing on the Closing Date,
become  employees  of the  Buyer;  and  thereupon,  the  Buyer  shall  have full
responsibility for all matters affecting such Continuing  Employees,  including,
without  limitation,   the  institution  of  new  benefit  plans  and  severance
practices.  With respect to periods prior to the Closing Date,  the Seller shall
pay all obligations relating to the employees except for such liabilities as are
specifically included in Assumed Liabilities. Notwithstanding anything herein to
the contrary, Buyer shall not be obligated to retain any Continuing Employee for
any specified period of time after the Closing. 

4.4 Continuation of Employee Benefits.  

         (a)  For a period of one year from and after the  Closing  Date,  Buyer
shall provide the Continuing Employees pension, health and other fringe benefits
that in the aggregate are substantially equivalent to and no less favorable than
those provided to such Continuing  Employees under the Benefit Plans immediately
prior to the Closing  Date,  subject to the  eligibility  rules of such  Benefit
Plans.

         (b) To  the extent that service is relevant for purposes of eligibility
or vesting under any employee benefit plan,  program or arrangement  established
or maintained by Buyer for the benefit of the Continuing Employees heretofore or
in the future,  such plan,  program or arrangement  shall credit such Continuing
Employees  for service  with the Seller on or prior to the Closing  Date and, to
the extent recognized by the Benefit Plans of Seller, its predecessors. Any such
plan, program or arrangement shall waive any preexisting  condition  limitations

                                       18
<PAGE>

with  respect  to  Continuing  Employees  who  are on  the  Closing  Date  fully
participating  in Seller's health insurance plans and shall honor any deductible
and  out-of-pocket  expenses  incurred  by the  Continuing  Employees  and their
beneficiaries under plans, programs or arrangements of the Seller.

         (c) Effective  as of the Closing  Date,  and except as provided  below,
Buyer  shall  assume  and  become  the  successor  sponsor  of all Plans and the
obligations  thereunder  with respect to any  Continuing  Employee or any former
employee  listed on Schedule  4.4(c).  In connection  therewith,  (i) as soon as
practicable  after the  Closing  Date,  Seller  and Buyer  shall use their  best
efforts to cause to be transferred to the trust that implements and forms a part
of Buyer's  qualified  401(k) plan, in accordance with the provisions of the JBP
Co., Inc.  401(k) Savings Plan  ("Seller's  401(k) Plan") and Buyer's  qualified
401(k) plan and in accordance  with the  provisions  of ERISA,  the Code and all
applicable law, the assets of Seller's 401(k) Plan attributable to any former or
Continuing  Employee (the "assumed trust") and Buyer shall assume and become the
successor  grantor of the assumed  trust,  and (ii) Buyer  shall  assume and the
Seller shall be relieved of all liabilities and obligations  with respect to the
Plans and the assumed trust,  including  without  limitation all  obligations to
make  contributions  required  to be made to the  Plans and the  assumed  trust.
Seller shall take all corporate action necessary,  including  amending the Plans
or the trust, to effect such transfer and assumption. Buyer represents, warrants
and covenants  that Buyer's  qualified  401(k) plan is and as of the date of the
asset transfer  referred to in this paragraph will satisfy the  requirements  of
section  401(a) of the Code.  Buyer  shall  promptly  give such  notices  as are
necessary to advise all third parties providing  benefits under any of the Plans
of Buyer's  intent to continue  all such Plans in the name and at the expense of
Buyer.  Notwithstanding the foregoing,  as of the Closing Date Seller shall make
any  contributions  to Seller's  401(k) Plan  required by law or promised by the
Seller prior to the Closing Date.

4.5      Use of Names . All uses of the names set forth in  Schedule  1.1(a)(vi)
to this Agreement,  or any  derivations  thereof,  are being  transferred to the
Buyer hereunder as part of the Purchased Assets.  The Seller agrees that it will
not take any action that could reasonably be expected to have a Material Adverse
Effect on the Buyer's right to the such names or cause confusion with respect to
the Buyer's use of the such names.

4.6      Access to Information and Facilities . After the Closing, the Buyer and
Seller shall make available to each other, as reasonably requested by such other
party, all information,  records or documents relating to the Businesses for all
periods prior to the Closing and shall  preserve all such  information,  records
and  documents  until  the  later of five (5) years  after  the  Closing  or the
expiration of any statute of limitations or extensions thereof applicable to the
Seller.  Prior to destroying  any records  related to the  Businesses  after the
Closing  Date,  each party shall  notify the other of its intent to destroy such
records.  
 
4.7      Due  Diligence  . The Seller  agrees to give Buyer and  Buyer's  lender
representatives  full access during  normal  business  hours to the  Businesses'
facilities,  records,  personnel,  customers  and  suppliers  for the purpose of
conducting  its due  diligence  investigation  provided  that no contact will be
permitted  with the  Businesses'  personnel,  customers or supplier  without the

                                       19
<PAGE>

prior  consent of the Seller in  writing.  Buyer  agrees to  coordinate  its due
diligence  and work with the  Seller so as to  minimize  any  disruption  to the
Businesses'  operations.  
 
4.8       Preservation  of  Businesses . Prior to the  Closing,  the Seller will
cause the  Businesses to be operated in a manner  consistent  with past practice
and use  commercially  reasonable  efforts  to  preserve  the  present  business
organization  and  work  force  of the  Businesses  and the  relationships  with
lessors,  licensors,  suppliers and customers.  
 
4.9       Exclusivity  . The Seller and Parent will not (i)  solicit,  initiate,
continue,  or encourage the  submission of any proposal or offer from any Person
relating to the  acquisition of any capital stock or other voting  securities of
the Seller, or any substantial portion of the assets of the Businesses,  or (ii)
participate  in  any   discussions  or  negotiations   regarding,   furnish  any
Confidential   Information  with  respect  to,  assist  or  participate  in,  or
facilitate in any other manner any effort or attempt by any Person to do or seek
any of the foregoing. The Seller and Parent will notify the Buyer immediately if
any  Person  makes any  written  proposal  or offer  with  respect to any of the
foregoing.

4.10     Accounts . With respect to all  Accounts  Receivable  acquired by Buyer
from Seller,  Buyer agrees to use  reasonably  prudent  collection  practices in
order to attempt to collect  all such  Accounts  Receivable  existing  as of the
Closing  Date within 120 days  thereafter.  All  payments  on Seller's  Accounts
Receivable  existing as of the Closing Date will be applied:  (i) as directed by
the customer; or (ii) if no such direction is made, to the oldest invoice first.
If Buyer has not  collected  an  Account  Receivable  (after  exhaustion  of the
Reserve)  included in Working  Capital  within 120 days after the Closing  Date,
Buyer may, within the next 30 days, reassign such uncollected Account Receivable
back to Seller,  together with the  contractual  obligation  giving rise to such
Account  Receivable  and  all  rights  of  Buyer  in  and  to  such  contractual
obligation.  Upon any such reassignment,  Seller will pay to Buyer, in cash, the
amount of such  uncollected  Account  Receivable  (but only to the  extent  such
uncollected  Account  Receivable was included in Working  Capital) within 5 days
after such  reassignment.  If Buyer  receives  any  payment  on such  reassigned
Account  Receivable  after  Seller has paid to Buyer the amount of such  Account
Receivable in accordance with the preceding sentence,  Buyer will promptly remit
to Seller any such payment.  

4.11     Monthly Financial  Statements . Prior to the Closing,  the Seller shall
deliver interim monthly financial statements for months ending subsequent to the
date of this Agreement  within  fifteen days of the end of each such month.  

4.12     Inquiry of Lagasse . Prior to the Closing,  Seller and Stephen P. Magee
will inquiry of Linda  Lagasse as to her  knowledge of the matters  addressed by
Sections  2.7,  2.8,  2.9 and 2.10 as they  relate  to the  Courier  Dyeing  and
Printing Division. 


                                       20
<PAGE>

                                    ARTICLE  5

                               BUYER'S CONDITIONS

     The  obligation of the Buyer to purchase the Purchased  Assets or to assume
the  Assumed   Liabilities  as   contemplated   hereby  and  to  consummate  the
transactions  contemplated  hereby is, subject to the  satisfaction on or before
the Closing Date of the conditions  set forth below,  any of which may be waived
by the Buyer in writing.

5.1       Representations,  Warranties and Covenants . The  representations  and
warranties of the Seller  contained in this Agreement  shall be true and correct
in all  material  respects on and as of the Closing Date with the same force and
effect as though such  representations and warranties had been made on and as of
such date.  All of the agreements and covenants of the Seller to be performed or
complied  with by the  Seller on or before the  Closing  Date  pursuant  to this
Agreement shall have been performed or complied with in all material respects.

5.2      No Material  Adverse  Change.  No Material  Adverse  Change  shall have
occurred  with respect to the Seller or the  Businesses  and no event shall have
occurred which might cause a loss to the  Businesses in excess of $250,000.  

5.3      No Litigation . No Proceeding  shall have been instituted or threatened
which (a) might have a Material  Adverse  Effect on the Purchased  Assets or the
Business or (b) could enjoin,  restrain or prohibit,  or have a Material Adverse
Effect  on  any  provision  of  this  Agreement  or  the   consummation  of  the
transactions  contemplated hereby. No court order shall have been entered in any
Proceeding,  and no Law shall have been  enacted or is  existing  as of the date
hereof  and no action  shall have been taken by any  Governmental  Entity  which
enjoins,  restrains  or prohibits  this  Agreement  or the  consummation  of the
transactions contemplated hereby. 
 
5.4        Real  Estate . Seller  shall deliver good and marketable title to the
Purchased Real Property, free and clear of any Liens other than Permitted Liens.
 
5.5        Beck  Purchase  Price . Seller   shall   have  delivered  a  detailed
schedule  showing the calculation of the Beck Purchase Price and the Buyer shall
be satisfied  with such  schedules.  

5.6        Consents  and  Approvals . The  consents and  approvals  set forth on
Schedule 2.3 shall have been  received by the Seller and delivered to the Buyer.

5.7        Updated  Schedules . The  Buyer  shall have received and be satisfied
with new  Schedules  1.1(a)(i),(ii)  and (iii)  which  shall be  updated  to the
Closing Date.  

5.8        Closing Actions . The Seller shall deliver or cause to  be  delivered
to  the  Buyer  each  of  the  following,  duly  executed  by  the Seller (where
appropriate): 


                                       21
<PAGE>

     (a) bills of sale  conveying  to the Buyer the  Purchased  Assets and other
instruments  of transfer as may be reasonably  required by the Buyer;  

     (b) a special  warranty deed or deeds conveying the Purchased Real Property
to the  Buyer;  

     (c) originals of all of the following:  (i) the Personal  Property  Leases;
(ii) all other  Purchased  Contracts;  and (iii) any  consents  required for the
Purchased  Contracts;  

     (d) title  insurance  policies for each parcel of Real  Property  issued by
Title Insurer,  dated the Closing Date, each of which such policies (i) shall be
in the full amount of the portion of the Purchase  Price that the Seller and the
Buyer mutually  allocate to each such parcel in accordance  with Section 1.3(c),
and (ii) shall be in the form of American Land Title Association Owner's Policy,
1970 Form B, subject only to the standard  exclusions from coverage contained in
such policy and the applicable  Permitted  Liens;  

     (e)  certificates of title for all Vehicles,  duly endorsed for transfer to
the Buyer and keys for all Vehicles;  

     (f) certificates of the secretaries of the Seller and the Parent,  dated as
of the Closing Date,  certifying  the  resolutions of the boards of directors of
the Seller and Parent  approving and  authorizing  the execution and delivery of
this Agreement and the consummation by the Seller and Parent of the transactions
contemplated  hereby,  together  with an incumbency  and  signature  certificate
regarding the officer(s) signing on behalf of the Seller and Parent; 

     (g) non-competition agreements duly executed by  Seller  and  Parent in the
form of Exhibit D attached hereto; 
 
     (h) a  certificate  executed  by  the Seller and Parent indicating that all
conditions to Seller's  obligations  have been  satisfied or waived and that all
representations  of the Seller and Parent  contained herein are true and correct
at the Closing Date; 

     (i) the Escrow  Agreement;  and 
 
     (j) any and all other  documents  and  instruments  reasonably  required to
satisfy  the  obligations  under the  transactions  contemplated  herein.  

                                       22
<PAGE>

                                    ARTICLE  6

                              SELLER'S CONDITIONS

     The  obligation  of  the  Seller  to  transfer  the  Purchased   Assets  as
contemplated hereby is subject to the satisfaction on or before the Closing Date
of the conditions  set forth below,  any of which may be waived by the Seller in
writing.

6.1       Representations,  Warranties and Covenants . The  representations  and
warranties of the Buyer contained in this Agreement shall be true and correct in
all  material  respect  on and as of the  Closing  Date with the same  force and
effect as though such  representations and warranties had been made on and as of
such date.  All of the  agreements and covenants of the Buyer to be performed or
complied  with by it on or before the Closing  Date  pursuant to this  Agreement
shall have been performed or complied with in all material respects.

6.2      No Litigation . No Proceeding  shall have been instituted or threatened
which would enjoin,  restrain or prohibit,  or have a Material Adverse Effect on
this Agreement or the consummation of the transactions  contemplated  hereby. No
court order  shall have been  entered in any  Proceeding,  and no law shall have
been  enacted or is existing as of the date hereof and no action shall have been
taken by any  Governmental  Entity which  enjoins,  restrains or prohibits  this
Agreement or the consummation of the transactions  contemplated  hereby. 
 
6.3       Consents  and  Approvals . The  consents  and  approvals  set forth in
Schedule 3.3 shall have been  received by the Buyer.  
 
6.4      Closing  Actions . The Buyer shall have delivered to the Seller each of
the following:  
 
          (a) wire  transfer of same  day  funds in the amount  determined under
Section 1.3(a)(i);  
 
          (b) wire transfer  of same day funds  totaling  $500,000 to the Escrow
Agent; 

          (c) an  instrument of  assumption  in form  and  substance  reasonably
satisfactory to the Seller; and 

          (d) the Escrow  Agreement;  

          (e) a certificate executed by the Buyer indicating that all conditions
to   Buyer's   obligations   have  been   satisfied   or  waived  and  that  all
representations  of the  Buyer  contained  herein  are true and  correct  at the
Closing Date; and 


                                       23
<PAGE>

          (f) a certificate  of the  secretary  of the  Buyer,  dated  as of the
Closing Date,  certifying the  resolutions of the board of managers of the Buyer
approving and  authorizing  this Agreement and the  consummation by the Buyer of
the transactions  contemplated hereby, together with an incumbency and signature
certificate regarding the officer(s) signing on behalf of the Buyer.


                                    ARTICLE  7

                                INDEMNIFICATION

7.1       Indemnification  by Seller and Parent.  The Seller and Parent agree to
indemnify  the  Buyer,   its   officers,   directors,   employees,   agents  and
representatives  (collectively,  the "Buyer Indemnified  Parties") against,  and
agree to hold each of the Buyer Indemnified Parties harmless from, the amount of
any and all Losses incurred or suffered by them relating to or arising out of or
in connection with any of the following: 
 
              (i) any breach in any inaccuracy in any representation or warranty
made by the Seller in this Agreement or any covenant of Seller contained in this
Agreement;

              (ii) any Retained Liability.

7.2      Indemnification by Buyer. The Buyer agrees to indemnify the Seller, its
officers, directors,  employees, agents and representatives  (collectively,  the
"Seller Indemnified  Parties") against, and agrees to hold each of them harmless
from, any and all Losses incurred or suffered by them relating to or arising out
of or in  connection  with  any of the  following:  
  
              (i) any breach of any representation or warranty made by the Buyer
in this Agreement or any covenant of Buyer contained in this Agreement;

             (ii) any Assumed Liabilities.

7.3       Indemnification  Procedures.  A party which believes it is entitled to
indemnification  hereunder (an  "Indemnified  Party") shall promptly (but in any
event within 30 days after any claim is asserted against the Indemnified  Party)
give written notice to the party believed to be responsible for  indemnification
hereunder (the  "Indemnifying  Party") of any claim or the  commencement  of any
Proceeding  by any Person (a  "Claim"),  in respect  of which  indemnity  may be
sought  hereunder;  provided  that the delay in giving,  or the failure to give,
such  written  notice shall not limit the  Indemnifying  Party's  obligation  to
provide  indemnification  hereunder  except to the extent that the  Indemnifying
Party is  materially  damaged by such delay or failure.  The  Indemnified  Party
shall notify the Indemnifying  Party with reasonable  particularity of the basis
for the Claim and the Indemnified  Party shall give the Indemnifying  Party such
other information with respect thereto as the Indemnifying  Party may reasonably
request. Upon receipt of the notice of such Claim, the Indemnifying Party may by
giving  notice to the  Indemnified  Party and at the  Indemnifying  Party's  own
expense:  (i)  participate  in the  defense of such Claim at any time during the

                                       24
<PAGE>

course of such Claim;  or (ii) assume the defense  thereof;  provided,  however,
that the Indemnifying  Party shall thereafter consult with the Indemnified Party
upon the Indemnified  Party's  reasonable request from time to time with respect
to such Claim. If the Indemnifying  Party assumes such defense,  the Indemnified
Party  shall have the right  (but not the duty) to  participate  in the  defense
thereof and to employ  counsel,  at its own expense,  separate  from the counsel
employed by the Indemnifying Party;  provided,  further, that if there are legal
or equitable  defenses available to an Indemnified Party which are not available
to or ascertainable  by the  Indemnifying  Party with respect to such Claim, the
Indemnified  Party shall have the right to participate in the defense and employ
counsel at the  reasonable  expense of the  Indemnifying  Party for such purpose
(provided  that the  Indemnifying  Party shall not be required to reimburse  the
expenses and costs of more than one law firm for such  purpose).  Whether or not
the  Indemnifying  Party  chooses to defend any such  Claim,  all of the parties
hereto  shall  cooperate  in  the  defense   thereof.   After  notice  from  the
Indemnifying  Party of its  election  so to  assume  the  defense  thereof,  the
Indemnifying  Party  shall not be  liable  (except  as  provided  in the  second
preceding  sentence) to such Indemnified Party for any legal or other expense in
connection with such defense incurred by the Indemnified  Party after such date.
The parties hereto agree that any such defense shall be conducted  expeditiously
and that the Indemnified Party shall be advised of all significant developments.
 
7.4       Settlement.  Any settlement or compromise made or caused to be made by
the Indemnified  Person or the Indemnifying  Person,  as the case may be, of any
Claim of the kind  referred  to in  Section  7 shall  also be  binding  upon the
Indemnifying  Person or the Indemnified  Person, as the case may be, in the same
manner as if a final judgment or decree had been entered by a court of competent
jurisdiction in the amount of such settlement or compromise;  provided, however,
that no  obligation,  restriction  or Loss shall be  imposed on the  Indemnified
Person as a result of such settlement without its prior written consent.  If the
Indemnifying  Party  assumes the defense of any Claim as  described in Section 7
and so long as the Indemnifying Party is defending such Claim in good faith, the
Indemnifying Party shall have the right to settle such Claim and the Indemnified
Party  will not  settle  such  Claim;  provided,  however,  that no  obligation,
restriction  or Loss shall be imposed on the  Indemnified  Person as a result of
such settlement without its prior written consent; and provided further that the
Indemnified  Party  shall have no right to settle any Claim the defense of which
it has assumed if the  Indemnified  Party is  participating  in the defense as a
result of there being legal or equitable  defenses  available to an  Indemnified
Party which are not available to or ascertainable by the Indemnifying Party with
respect to such Claim. The Indemnified Person will give the Indemnifying  Person
at least thirty (30) days' notice of any proposed  settlement  or  compromise of
any claim,  suit,  action or proceeding  it is defending,  during which time the
Indemnifying Person may reject such proposed settlement or compromise; provided,
however,  that from and after such rejection,  the Indemnifying  Person shall be
obligated  to  assume  the  defense  of and  full  and  complete  liability  and
responsibility for such claim, suit, action or proceeding and any and all Losses
in connection therewith in excess of the amount of unindemnifiable  Losses which
the  Indemnified  Person  would have been  obligated  to pay under the  proposed
settlement or compromise. 
 
7.5       Limitations  on  Liability  . Except  for  claims  of  indemnification
resulting  from a breach of the  representations  contained in Sections 2.25, or

                                       25
<PAGE>

under Sections 7.1(ii) or Section 7.2(ii), and notwithstanding the foregoing,  a
claim by any of the parties  pursuant to this Article 7 against the others shall
not be asserted unless and until the aggregate and cumulative totals of all such
claims by the Buyer Indemnified  Parties or Seller Indemnified  Parties,  as the
case may be, shall have exceeded One Hundred  Thousand  Dollars  ($100,000) (the
"Deductible"),   whereupon   the   Indemnified   Person  shall  be  entitled  to
indemnification  for all Losses to the extent such Losses exceed the Deductible;
provided,  however,  the total  liability  of the  Indemnifying  Party shall not
exceed Ten Million  Dollars  ($10,000,000)  in the aggregate.  
 
7.6      Effect on Purchase  Price of Indemnity  Payments . Any amounts  payable
under Section 7.1 or Section 7.2 shall be treated by the Buyer and the Seller as
an  adjustment  to the Purchase  Price of the  Purchased  Assets.  
 

                                    ARTICLE 8

                NATURE OF STATEMENTS AND SURVIVAL OF COVENANTS,
                   REPRESENTATIONS, WARRANTIES AND AGREEMENTS

     The several representations and warranties of the parties to this Agreement
shall  survive the Closing  Date and shall remain in full force and effect until
April 30, 2000 (the period during which the representations and warranties shall
survive  being  referred  to herein  with  respect to such  representations  and
warranties  as  the  "Survival  Period");   provided,   however,  that  the  tax
representations  and  warranties  contained in Section 2.23 shall remain in full
force  and  effect  until  the  expiration  of the last  applicable  statute  of
limitations  for the  particular  representation  and  warranty  that  has  been
breached and that the environmental  representations and warranties contained in
Section 2.12 and all representations and warranties of the Seller in Section 2.4
relating to title to the properties and assets of the  Businesses,  shall remain
in full force and effect for a period of five (5) years. No indemnification with
respect  to any  representation  or  warranty  herein  shall be made  after  the
Survival Period,  except as to claims for indemnification  under Section 7 which
have been made in writing during the Survival Period.

                                    ARTICLE 9

                                   TERMINATION

9.1       Events of  Termination  . The  obligation  to close  the  transactions
contemplated by this Agreement may be terminated by: 
 
          (a)   mutual agreement of the Buyer and the Seller;

          (b)   the  Buyer,  if a material  default  shall be made by the Seller
in the  observance  or in the due and  timely  performance  by the Seller of any
agreements and covenants of the Seller herein contained,  or if there shall have
been  a  material   breach  by  the  Seller  of  any  of  the   warranties   and
representations  of the Seller herein contained,  and such default or breach has
not been  cured,  or has not been waived in writing by the Buyer  within  twenty
(20) days of written notice thereof;

                                       26
<PAGE>

          (c)   the  Seller,  if a material  default  shall be made by the Buyer
in the  observance  or in the due and  timely  performance  by the  Buyer of any
agreements and covenants of the Buyer herein  contained,  or if there shall have
been a material breach by the Buyer of any of the warranties and representations
of the Buyer herein contained,  and such default or breach has not been cured or
has not been waived in writing by the Seller  within twenty (20) days of written
notice  thereof;  or 

          (d) the  Buyer or the Seller,  provided the terminating  party has not
materially  breached  any  of  its  agreements,  covenants,  representations  or
warranties,  if the Closing shall not have  occurred on or before  September 30,
1998.  

9.2     Liability Upon Termination . If the obligation to close the transactions
contemplated  by this Agreement is terminated  pursuant to any provision of this
Article 9 then this Agreement shall forthwith become void and there shall not be
any liability or obligation  with respect to the  terminated  provisions of this
Agreement on the part of the Seller or the Buyer,  except and to the extent such
termination  results  from  the  willful  breach  by  a  party  of  any  of  its
representations,  warranties or agreements.  

9.3     Notice of Termination . The parties hereto may exercise their respective
rights of termination under this Article 9 only by delivering  written notice to
that effect (setting forth the reasons  therefor) to the other party,  provided,
however, that such notice must be received on or before the Closing Date. 1.5


                                       27
<PAGE>

                                    ARTICLE  10

                          DEFINITIONS OF CERTAIN TERMS

     The terms listed below are defined in the respective referenced sections of
this Agreement:

Term                                                          Section Reference

Affected Employees                                            Section 2.21
Benefit Plans                                                 Section 2.20
Buyer Consents                                                Section 3.3
Buyer Indemnified Parties                                     Section 7.1
Claim                                                         Section 7.3
Closing                                                       Section 1.5
Deductible                                                    Section 7.5
Easements                                                     Section 1.1(a)(v)
Excluded Assets                                               Section 1.1(b)
Indemnified Party                                             Section 7.3
Indemnifying Party                                            Section 7.3
Purchased Real Property                                       Section 1.1(a)(iv)
Personal Property Leases                                      Section 1.1(a)(x)
Purchase Price                                                Section 1.3
Purchased Assets                                              Section 1.1(a)
Purchased Contracts                                           Section 1.1(a)
Purchased Proprietary Rights                                  Section 2.5
Purchased Real Property                                       Section 2.14
Retained Liabilities                                          Section 1.2(b)
Seller Consents                                               Section 2.3
Seller Indemnified Parties                                    Section 7.2
Survival Period                                               Article 8


     In addition to terms  defined  elsewhere in this  Agreement,  the following
terms  shall have the  meanings  assigned  to them  herein,  unless the  context
otherwise  indicates,  both for purposes of this  Agreement  and the  Disclosure
Schedule:

10.1      "Accounts  Receivable"  shall  mean  all  accounts  receivable,  trade
receivables,  notes  receivable  and  other  receivables,  which in any case are
payable as a result of goods sold or services  provided by Seller in  connection
with the Businesses. 

10.2     "Affiliate"  shall mean,  with respect to any Person,  an individual or
entity that,  directly or  indirectly,  controls,  is  controlled by or is under
common  control  with such  Person.  

                                       28
<PAGE>

10.3     "Agreement" shall mean this Asset Purchase Agreement between the Seller
and the Buyer,  as amended from time to time by such  parties.  

10.4     "Assumed Liabilities" shall have the meaning given such term in Section
1.2(a) hereof.  

10.5      "Businesses"  shall  have the  meaning  given  such  term in the First
Recital  hereof.  
 
10.6       "Business  Day" shall mean any day other than a  Saturday,  Sunday or
other day on which commercial banks in Chattanooga,  Tennessee are authorized by
law to close.  
  
10.7     "Businesses'  Financial  Statements" shall mean the unaudited year  end
financial statements of the Businesses for the years ended December 31, 1997 and
December 31, 1996 and for the year to date period ended July 31, 1998. 
 
10.8     "Buyer" shall have the meaning  specified in the  preamble.  
 
10.9     "CERCLA"  shall  mean  the United  States  Comprehensive  Environmental
Response,  Compensation  and  Liability  Act,  42 U.S.C.  ss.  9601 et seq.,  as
amended.  
 
10.10    "Code"  shall mean the Internal  Revenue Code of 1986,  as amended from
time to time, or similar provisions of legislation  replacing such law from time
to time. 

10.11    "Confidential Information" means all Proprietary Rights and Proprietary
Information  included  within  the  Purchased  Assets  that are not and have not
become ascertainable or obtainable from public or published information.
 
10.12    "Contracts" shall mean all contracts,  agreements,  purchase orders and
contracts,  customer contracts,  understandings,  indentures, notes, bonds, loan
agreements, instruments, leases, mortgages, franchises, licenses, commitments or
binding  arrangements,  whether express or implied,  oral or written,  to which,
with respect to the Businesses,  the Seller is a party or bound, or to which the
Purchased Assets are subject.  

10.13    "Debt Obligations" or "Debt" shall each mean any  contract,  agreement,
mortgage,  credit or loan agreement,  lease indenture,  note or other instrument
relating  to the  borrowing  of  money  or any  guarantee  or  other  contingent
liability in respect of any indebtedness or obligation of any Person, other than
the  endorsement  of  negotiable  instruments  for deposit or  collection in the
Ordinary  Course of Business.  

10.14     "Easements"  shall  mean all  easements,  rights-of-way   and  similar
interests of Seller related to or necessary for the Businesses. 


                                       29
<PAGE>

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

10.16     "Environmental  Permit" shall mean any Permit required by or given  or
granted  pursuant to any  applicable  Environmental  Law. 

10.17     "Equipment" shall mean all machinery, transportation equipment, parts,
equipment,  furnishings  and  fixtures  and other items of personal  property of
every kind and  description  that are related to or necessary for the Businesses
as operated by the Seller  (other than the  Vehicles and  Inventory).  

10.18     "ERISA"  shall mean the  Employee  Retirement  Income  Security Act of
1974, as amended from time to time.  

10.19     "Excluded  Assets"  shall have the meaning given  such term in Section
1.2(b) hereof.  

10.20     "GAAP" shall mean U.S. generally accepted accounting principles at the
time in effect.  

10.21     "Governmental Entity" shall mean any: (a) nation, state, county, city,
town,  village,  district,  or other  jurisdiction  of any nature;  (b) federal,
state,  local,  municipal,  foreign,  or other  government;  (c) governmental or
quasi-governmental  authority of any nature (including any governmental  agency,
branch,  department,  official, or entity and any court or other tribunal);  (d)
multi-national  organization  or body;  or (e) body  exercising,  or entitled to
exercise,  any  administrative,   executive,  judicial,   legislative,   police,
regulatory,  or taxing  authority or power of any nature.  

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


                                       30
<PAGE>

10.23     "Inventories"  and  "Inventory"  shall each mean  all  inventories  of
finished goods, tooling inventory, work in progress,  supplies and raw materials
that are related to or necessary for the  Businesses,  wherever  situated.  

10.24      "Law" shall mean any  applicable  federal,  state,  local, municipal,
foreign,   international,   multinational,   or  other   administrative   order,
constitution,  law, ordinance,  principal of common law, regulation,  statute or
treaty.  

10.25      "Lien" shall mean any mortgage,  deed of trust, lien, pledge,  claim,
charge, security interest,  restriction, lease or sublease or other encumbrance,
option,  defect or other  rights of any third  Person of any nature  whatsoever.

10.26      "Loss" or "Losses" shall mean any and all liabilities, losses, costs,
claims,  damages  (including  consequential  damages but excluding  punitive and
exemplary damages), penalties and expenses (including reasonable attorneys' fees
and expenses and reasonable costs of investigation and litigation). In the event
any of the foregoing are indemnifiable  hereunder, the terms "Loss" and "Losses"
shall include any and all reasonable attorneys' fees and expenses and reasonable
costs of  investigation  and litigation  incurred by the  Indemnified  Person in
enforcing  such  indemnity.  

10.27      "Material  Adverse  Change"  shall  mean  a  change  or  circumstance
involving a prospective change in the business, operations, assets, liabilities,
results of  operations,  cash  flows,  condition  (financial  or  otherwise)  or
prospects  of the  Businesses  or the  Purchased  Assets  that is  material  and
adverse.  
 
10.28       "Material  Adverse  Effect" shall mean a single event, occurrence or
fact that, together with all other events,  occurrences and facts, has, or might
reasonably  be  expected to have,  a material  adverse  effect on the  business,
operations,  assets,  liabilities,  results of operations, cash flows, condition
(financial  or  otherwise)  or prospects of the  Businesses  or of the Purchased
Assets.  For purposes of the  foregoing,  any aggregate  loss to the  Businesses
equal to or greater  than  $100,000  shall be deemed to have a Material  Adverse
Effect.

10.29       "Order" shall mean any award, decision, injunction, judgment, order,
ruling,  subpoena,  or verdict entered,  issued, made, or rendered by any court,
administrative  agency, or other Governmental  Entity or by any arbitrator.  

10.30       "Ordinary Course of Business" shall mean an action taken by a Person
that is  consistent  with the past  practices of such Person and is taken in the
ordinary course of the normal operations of such Person. 

10.31       "Permits" shall mean  permits,  tariffs,  authorizations,  licenses,
certificates, variances, interim permits, approvals, franchises and rights under
any Law or otherwise  required by any  Governmental  Entity and any applications
for the foregoing.

                                       31
<PAGE>

10.32       "Permitted  Liens" shall  mean  (a)  Liens  for  current  taxes  and
assessments  not yet due or payable or that are being contested in good faith in
the Ordinary Course of Business or (b) Liens securing the claims of materialmen,
carriers,  landlords and like persons, all of which are not yet due and payable.

10.33       "Person" shall mean a corporation, an association, a partnership,  a
limited  liability  company,  an  organization,  a business,  an individual or a
Governmental  Entity. 

10.34       "Proprietary Information" shall mean  collectively  (a)  Proprietary
Rights  and (b) any and all other  information  and  material  proprietary  to a
Person, owned, possessed or used by such Person, whether or not such information
is embodied in writing or other physical form, and which is not generally  known
to the public, that (i) relates to financial  information  regarding such Person
or such Person's business, including, but not limited to, (A) business plans and
(B) sales, financing, pricing and marketing procedures or methods of such Person
or such business or (ii) relates to specific  business  matters  concerning such
Person or such business,  including such Person or such Person's  business,  the
identity of or other information regarding sales personnel and customers of such
Person  or  such  business.  

10.35       "Proprietary Rights" means trademarks,  tradenames,  service  marks,
patents,  copyrights,  trade  secrets,  know-how  and  similar  rights,  and all
registrations,  applications,  licenses  and rights  with  respect to any of the
foregoing;  provided, however, that the name and trademarks "Lowy" whether alone
or in  conjunction  with  another  name(s),  word(s) or term(s) is not  included
within the definition of "Proprietary  Rights".  

10.36       "Proceeding" shall mean any  action,  arbitration,  audit,  hearing,
investigation,  litigation,  or suit (whether civil,  criminal,  administrative,
investigative,  or  informal)  commenced,  brought,  conducted,  or  heard by or
before, or otherwise involving, any Governmental Entity or arbitrator. 

10.37     "Seller" shall have the meaning  specified in the preamble.  

10.38     "Taxes" shall mean all federal, state, local, foreign and other taxes,
charges, fees, duties, levies, imposts, customs or other assessments,  including
all net income, gross income, gross receipts, sales, use, ad valorem,  transfer,
franchise,  profits, profit share, license,  lease, service,  service use, value
added,  withholding,  payroll,  employment,   unemployment,  excise,  estimated,
severance, stamp, occupation,  premium, real and personal property (tangible and
intangible),  windfall  profits,  or other taxes,  fees,  assessments,  customs,
duties,  levies,  imposts, or charges of any kind whatsoever,  together with any
interest, penalties, additions to tax, fines or other additional amounts imposed
thereon or related  thereto,  and the term "Tax" means any one of the  foregoing
Taxes.

10.39     "Tax  Return"  shall  mean any  report,  return  or other  information
required to be supplied to a Governmental  Entity in connection  with any Taxes.

                                       32
<PAGE>

10.40     "Title   Insurer"   shall  mean  Stewart   Title   Guaranty   Company.

10.41     "Knowledge"  shall mean,  with respect to a  particular  fact or other
matter,  actual  knowledge  and awareness of such fact or other matter after due
and reasonable inquiry (including,  but not limited to, inquiry of the Company's
general counsel.  As used in this Agreement,  the phrases "Seller's  Knowledge,"
"Knowledge of Seller" and similar  phrases shall mean only the Knowledge of John
B. Poindexter,  Stephen P. Magee,  Norman E. Gibbs,  Jr., Norman E. Gibbs,  III,
Clarence Griffin,  Timothy Gentry,  Eric Krause, C.B. Hatch, David Westmoreland,
Edgar Bailey, William David Rose and Frank Klaus. 


                                   ARTICLE 11

                                 MISCELLANEOUS

11.1      Public Announcements  . Subject to applicable  securities law or stock
exchange requirements, neither the Buyer nor the Seller shall, without the prior
approval of the other party  hereto  which shall not be  unreasonably  withheld,
issue,  or  permit  any  of  their  respective  partners,  directors,  officers,
employees,  agents or  Affiliates  to issue,  any press  release or other public
announcement  with respect to this  Agreement or the  transactions  contemplated
hereby  provided,  that nothing in this Section 11.1 shall  prevent such parties
from discussing such transactions  with those Persons whose approval,  agreement
or  opinion,  as  the  case  may  be,  is  required  for  consummation  of  such
transactions.

11.2      Other Action . Each of the parties shall use  commercially  reasonable
efforts to cause the  fulfillment at the earliest  practicable  date but, in any
event,  prior to the Closing Date of all of the  conditions to their  respective
obligations to consummate the transactions under this Agreement.

11.3     Expenses . Except as otherwise set forth herein, and whether or not the
transactions  contemplated by this Agreement  shall be  consummated,  each party
agrees to pay,  without right of  reimbursement  from any other party, the costs
incurred  by such  party  incident  to the  preparation  and  execution  of this
Agreement  and  performance  of its  obligations  hereunder,  including  without
limitation  the  fees  and  disbursements  of  legal  counsel,  accountants  and
consultants   employed  by  such  party  in  connection  with  the  transactions
contemplated  by this  Agreement.  The Buyer shall pay all costs relating to the
transfer of title to the  Purchased  Assets,  including all sales,  use,  stamp,
transfer,  service,  recording,  real  estate  and like  taxes or fees,  if any,
imposed by any Government  Entity in connection with the transfer and assignment
of the  Purchased  Assets.  

11.4       Notices  . All  notices, requests,  consents,  directions  and  other
instruments  and  communications  required or  permitted  to be given under this
Agreement  shall be in  writing  and shall be deemed to have been duly  given if
delivered in person,  by courier,  by an  internationally  recognized  overnight
delivery  service with proof of delivery or by prepaid  registered  or certified
United States  first-class  mail,  return  receipt  requested,  addressed to the
respective  party  at the  address  set  forth  below,  or if sent by  facsimile

                                       33
<PAGE>

transmission or other similar form of communication  (with receipt confirmed) to
the  respective  party at the  facsimile  number set forth below:  

           If to the Seller, to:

                  Lowy Group, Inc.
                  Suite 5400
                  1100 Louisiana Street
                  Houston, Texas  77002
                  Attention: Stephen Magee
                  Facsimile: (713) 951-9038
                  Confirm:   (713) 655-9800

                  Copies to:

                  J.B. Poindexter & Co., Inc.
                  Suite 5400
                  1100 Louisiana Street
                  Houston, Texas  77002
                  Attention: Stephen Magee
                  Facsimile: (713) 951-9038
                  Confirm:   (713) 655-9800

                  If to Poindexter, to:

                  Mayer, Brown & Platt
                  700 Louisiana, Suite 3600
                  Houston, Texas 77002-2730
                  Attention: Paul B. Clemenceau
                  Facsimile: (713) 224-6410
                  Confirm:   (713) 546-0512

                  If to the Buyer, to:

                  River Associates, LLC
                  Suite 1640, One Republic Centre
                  633 Chestnut Street
                  Chattanooga, TN 37450
                  Attention: Mark Jones, Jim Baker                     
                  Facsimile: (423) 755-0870                   
                  Confirm: (423) 755-0888                     

                                       34
<PAGE>

                  Copies to:

                  Miller & Martin
                  Suite 1000, Volunteer Building
                  832 Georgia Avenue
                  Chattanooga, TN 37402
                  Attention: Jonathan F. Kent
                  Facsimile: (423) 785-8480
                  Confirm: (423) 785-8301

or to such other address or facsimile  number and to the attention of such other
Person(s) as either party may  designate by written  notice.  Any notice  mailed
shall be deemed  to have  been  given and  received  on the third  Business  Day
following the day of mailing.

11.5       Successors  . This Agreement  shall  inure to the  benefit  of and be
binding  upon the  Buyer and the  Seller  and their  respective  successors  and
permitted  assigns.  Neither this  Agreement nor any of the rights,  interest or
obligations  hereunder shall be assigned by either of the parties hereto without
the prior  written  consent of the other party hereto except that Buyer shall be
allowed to  collaterally  assign its rights under this  Agreement to  SouthTrust
Bank,  National  Association.  

11.6       Entire  Agreement . This  Agreement  and  the  exhibits and schedules
hereto  constitute the entire  agreement and  understanding  between the parties
relating to the subject  matter hereof and supersede all prior  representations,
endorsements,  premises, agreements,  memoranda,  communications,  negotiations,
discussions, understandings and arrangements, whether oral, written or inferred,
between the parties  relating to the subject  matter  hereof and  thereof.  This
Agreement  may  not  be  modified,  amended,  rescinded,  canceled,  altered  or
supplemented,  in whole or in part,  except upon the execution and delivery of a
written instrument  executed by a duly authorized  representative of each of the
parties hereto.  

11.7        Governing Law .This Agreement shall be governed by and construed and
enforced  in  accordance  with the laws of the State of Georgia  without  giving
effect to choice of law  principles.  

11.8        Waiver . The failure of a party hereto  at  any  time  or  times  to
require  performance of any provision hereof shall in no manner affect its right
at a later time to enforce the same. No waiver by a party of any condition or of
any breach of any term,  covenant,  representation or warranty contained in this
Agreement shall be effective unless in writing, and no waiver in any one or more
instances  shall be  deemed  to be a further  or  continuing  waiver of any such
condition  or breach in other  instances  or a waiver of any other  condition or
breach  of any  other  term,  covenant,  representation  or  warranty.  

                                       35
<PAGE>

11.9        Severability  .  Any   provision   hereof   that  is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.  

11.10       No Third Party Beneficiaries . Any agreement contained, expressed or
implied in this  Agreement  shall be only for the benefit of the parties  hereto
and their respective legal  representatives,  successors and permitted  assigns,
and such  agreements  shall  not inure to the  benefit  of the  obligees  of any
indebtedness  of any party hereto,  it being the intention of the parties hereto
that no Person shall be deemed a third party beneficiary of this Agreement. 

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

11.12       Interpretation . The  headings  preceding  the  text of Articles and
Sections  included in this  Agreement and the headings to schedules  attached to
this  Agreement  are for  convenience  only and shall not be deemed part of this
Agreement or be given any effect in interpreting this Agreement.  The use of the
masculine,  feminine  or neuter  gender or the  singular or plural form of words
herein  shall not limit any  provision of this  Agreement.  The use of the terms
"including"  or  "include"  shall in all cases herein mean  "including,  without
limitation" or "include,  without  limitation,"  respectively.  Reference to any
Person  includes  such  Person's  successors  and  assigns  to the  extent  such
successors and assigns are permitted by the terms of any  applicable  agreement,
and reference to a Person in a particular  capacity  excludes such Person in any
other  capacity or  individually.  Reference to any  agreement  (including  this
Agreement),  document or instrument means such agreement, document or instrument
as amended or modified  and in effect from time to time in  accordance  with the
terms thereof and, if applicable,  the terms hereof.  Reference to any Law means
such Law as amended, modified,  codified, replaced or re-enacted, in whole or in
part,  and  in  effect  on  the  date  hereof,  including  rules,   regulations,
enforcement procedures and any interpretations  promulgated thereunder.  The use
of the terms "hereunder",  "hereof",  "hereto" and words of similar import shall
refer to this Agreement as a whole and not to any particular Article, Section or
clause of or Exhibit or Schedule to this  Agreement.  Any lawsuit arising out of
this Agreement  shall be brought in a court of competent  jurisdiction in Harris
County,  Texas.  Each  party  hereby  waives  any  objection  it may have to the
jurisdiction of such court.

                                       36
<PAGE>


      IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement  as of the date first above  written.  
 
                            SELLER:    
   
                            LOWY GROUP, INC.


                            By:_______________________________________          
                            Name:_____________________________________         
                            Title:______________________________________  
 
  
                            BUYER:
   
                            BLUE RIDGE ACQUISITION COMPANY, LLC
  
  
                            By:_______________________________________        
                            Name:_____________________________________         
                            Title:______________________________________  
 
 
                            PARENT:
    
                            J.B. POINDEXTER & CO., INC.    
    
    
                            By:_______________________________________         
                            Name:_____________________________________
                            Title:____________________________________