EXECUTION COPY

STOCK  PURCHASE  AGREEMENT (THE "AGREEMENT"), ENTERED INTO BY AND BETWEEN
MESSRS. VALENTIN VARELA  F. ("VARELA") AND ENRIQUE STERN F. ("STERN", AND
JOINTLY  WITH VARELA, THE "SELLERS"),  CONSOLTEX  MEXICO,  S.A.  DE  C.V.
("PURCHASER")  AND  ROYALTON  MEXICANA,  S.A.  DE  C.V.  (THE "COMPANY"),
PURSUANT TO THE FOLLOWING REPRESENTATIONS, WARRANTIES AND CLAUSES:


                     REPRESENTATIONS AND WARRANTIES

1) The Sellers hereby represent and warrant:

   a)    Each  of Varela and Stern  are residents of the United  Mexican
          States  ("MEXICO") with sufficient legal capacity to enter into
          this Agreement and comply with their obligations hereunder.

   b)     Varela  is   married   under  separation  of  marital  property
          (SEPARACION DE BIENES)  and Stern is married under community
          property (SOCIEDAD CONYUGAL)  as  evidenced  by  the respective
          marriage certificates (ACTA DE MATRIMONIO), copies of which are
          attached hereto as EXHIBIT "A".

   c)     Neither  the  execution  nor  delivery by each Seller  of  this
          Agreement  nor  compliance  by each  Seller  with  any  of  the
          provisions hereof, will violate,  conflict  with or result in a
          breach of or default under, any loan agreement,  commitment  or
          obligation  of  the  borrowing  of  money  or  the obtaining of
          credit,  or  any  other  agreement,  license, permit  or  other
          instrument to which each Seller or the Company is a party or by
          which such Seller or the Company or their  properties or assets
          may  be  bound,  will  violate  any  order,  rule,  regulation,
          injunction,  decree, judgment, statute, law or  ruling  of  any
          court, administrative  agency or governmental agency applicable
          to such Seller, the Company, any of their properties or assets,
          other than as described in EXHIBIT "B" hereto.

   d)     Each Seller has full power  and  authority  to  enter into, and
          perform his obligations hereunder, which constitute  valid  and
          binding obligations of each Seller.

   e)     Neither the Sellers nor the Company shall be required to obtain
          any  consent  or  approval from any third parties or regulatory
          authorities, for the execution of this Agreement by each Seller
          or for the compliance by each Seller with any of the provisions
          hereof, except for the consent of the wife of Stern which Stern
          hereby grants on her behalf.

   f)     The Company (the term  "COMPANY"  shall hereinafter include any
          corporations  merged  into the Company,  to  the  extent  these
          representations and warranties refer to obligations or facts in
          the  past in respect of  which  such  merged  corporations  are
          relevant)  is  a  stock  corporation duly organized and validly
          existing  under the laws of  Mexico,  with  a  paid-in  minimum
          capital of   Ps.$9,000.00  (Nine  Thousand Pesos 00/100), and a
          paid-in total capital of Ps.$7,216,946.00  (Seven  Million  Two
          Hundred  Sixteen Thousand Nine Hundred Forty Six Pesos 00/100),
          represented by 7,216,946 outstanding and fully paid shares with
          a face value  of  Ps.$1.00  (One Peso 00/100) each. The Company
          has its corporate domicile located  in  Naucalpan de Ju<a'>rez,
          Estado  de  Mexico,  and is duly registered  in  the  Public
          Registry of Commerce of Tlalnepantla,  Federal  District  under
          number 547, Volume Eight, Book First on January 14, 1985.

   g)     Varela  owns  3,608,473 shares representing 50% (fifty percent)
          of the capital  stock  of  the  Company  (the  "VARELA SHARES")
          represented  by stock certificates No. F02 and V04,  copies  of
          which are attached hereto as EXHIBIT "C".

   h)     Stern owns 3,608,473 shares representing 50% (fifty percent) of
          the capital stock  of  the  Company  (the  "STERN  SHARES", and
          jointly  with  the Varela Shares, the "SHARES") represented  by
          stock certificates No. F01 and V03 copies of which are attached
          hereto as EXHIBIT "D".

   i)     The  shares  are free  and  clear  of  all  liens,  guarantees,
          security  interests,   claims  or  other  encumbrances  and  no
          options, warrants or other rights have been granted to third or
          related  parties  with  respect   of  the  Shares.  The  Shares
          represent 100% (one hundred percent)  of  the  capital stock of
          the Company.

   j)     The Company's corporate registries, including but  not  limited
          to  its shareholders' minutes registry its stock registry,  and
          all other  corporate  documents  which  are  or  may  have been
          mandatory  pursuant to Mexican corporate law, are duly kept  by
          the Company, up to date and recorded or in process of recording
          with the corresponding public registry where applicable.

   k)     SCHEDULE "1" contains a complete and current list of all of the
          powers of attorney  granted  by  the Company which are still in
          effect as of the Closing Date (as defined herein).

   l)     SCHEDULE "2" contains a complete and  current  list  of all the
          accounts opened and maintained by the Company with domestic  or
          foreign banks or brokerage houses.

   m)     Except  as  disclosed  in  SCHEDULE  "3",  the  Company owns no
          relevant capital stock or other equity or property  interest in
          any other corporation, partnership or other entity.

   n)     The  Company's  balance sheets, as of December 31, 1995,  1996,
          1997  and  1998,  and   the   related   statements  of  income,
          shareholders equity and changes in the financial  position  for
          the years then ended, were audited by Arce, Gomez y Lazcano,
          S.C.  ("AGL"),  a  copy  of  which  has  been  delivered to the
          Purchaser or, in the case of the fiscal year of  1998  will  be
          delivered  to  the Purchaser prior to the Closing Date, and are
          attached hereto  as  SCHEDULE  "4",  have  all been prepared in
          accordance  with  generally accepted accounting  principles  in
          effect in Mexico consistently  applied  through  the  indicated
          periods   (except   as   otherwise  stated  in  such  financial
          statements)  and  fairly  represent   the  financial  condition
          (including,  but  not  limited  to, all direct  and  contingent
          liabilities and fixed and current  assets) of the Company as of
          the  respective  dates  and the results  of  operation  of  the
          Company for the indicated  periods; there have been no dividend
          payments (or other distributions) to the Company's shareholders
          since December 31, 1998, or  dividends (or other distributions)
          not reflected in the aforementioned  financial  statements, and
          no  material  adverse  changes  in  the business or conditions,
          financial or otherwise, of the Company,  except in the ordinary
          course of business and except for changes  due to any political
          or  economic  situations  in  Mexico  that  could  directly  or
          indirectly adversely affect the business of the Company, and to
          the  best of its knowledge no fact or condition  exists  or  is
          contemplated  or  threatened  which might cause such a material
          adverse  change  in the future (except  for  any  political  or
          economic events in  Mexico  that  could  directly or indirectly
          adversely affect the business of the Company);  the Company has
          conducted  its business since the date of its incorporation  in
          accordance with generally accepted business practices.

   o)     Except as disclosed  in SCHEDULE "5", no member of the board of
          directors of the Company  (including, without limitation Varela
          and Stern), director, officer,  employee  or  affiliate  of the
          Company  (each  a  "RELATED  PERSON") or any member of any such
          Related Person's family (up to  the second generation in lineal
          and/or collateral descendency) is  a  party  to  any  contract,
          agreement, arrangement or transaction with the Company.

   p)     Except  as disclosed in SCHEDULE "6" (i) the Company has  filed
          or caused  to  be filed in a timely manner with the appropriate
          governmental authorities all Tax Documents required to be filed
          by it on or prior  to  the  Closing  Date  (as  defined herein)
          (taking into account any properly granted extensions of time to
          file any Tax Documents), and all such Tax Documents  are  true,
          complete  and  correct in all material respects, (ii) all Taxes
          required to be paid  by  the Company on or prior to the Closing
          Date  have been or will be  timely  paid  in  full  and,  where
          payment  of  Taxes of the Company with respect to taxable years
          or other taxable periods ending on or prior to the Closing Date
          is not yet due, such Taxes are or will be, by the Closing Date,
          reflected as Tax  reserves  (other  than  reserves for deferred
          income Taxes established to reflect the difference between book
          and  tax  basis) in the financial statements  of  the  Company,
          (iii) there  are no outstanding agreements or waivers extending
          the statutory  period of limitations applicable to any Taxes or
          Tax Documents of  the  Company  for any taxable period, and the
          Company has not requested an extension  of time within which to
          file any Tax Document in respect of any taxable year, which Tax
          Document  has  not  since been filed, (iv) no  audit  or  other
          administrative proceeding  or  court  proceeding  has  formally
          commenced  or is presently pending with regard to any Taxes  or
          Tax Documents  of or including the Company, and no notification
          has been received by the Company or the Sellers with respect to
          the Company that  such  an audit or other proceeding is pending
          or,  to the best knowledge  of  the  Sellers,  threatened  with
          respect to any Taxes due from or with respect to the Company or
          any Tax  Document  filed (or required to have been filed) by or
          with respect to the  Company,  (v) there are no liens for Taxes
          upon (A) the assets of the Company  or (B) the Shares, (vi) the
          Company is not a party to, or bound or has any obligation under
          any  agreement  or arrangement providing  for  the  allocation,
          sharing or indemnification  of Taxes nor is otherwise obligated
          to indemnify any party for any  Taxes,  (vii) no issue has been
          raised by any taxing authority in any audit of the Company that
          if raised with respect to any other period not so audited could
          be expected to result in a proposed deficiency  for  any period
          not  so  audited,  (viii)  the  Company  is  not a party to any
          election  with  respect  to  Taxes that would have  a  material
          ongoing effect on the Company,  and (ix) no unpaid deficiencies
          for  Taxes  of  the  Company  have been  claimed,  proposed  or
          assessed by any taxing authority.

          For purposes of this Agreement,  (i)  "TAXES"  shall  mean  all
          taxes,  charges,  fees,  levies or other assessments imposed by
          any taxing authority, including,  without  limitation,  income,
          value  added,  asset,  gross  receipts, sales, use, AD VALOREM,
          goods   and   services,  capital,  transfer,   bulk   transfer,
          franchise, profits,  license, withholding, payroll, employment,
          employer health, social contributions, social security, excise,
          estimated, severance,  stamp,  occupation,  property  or  other
          taxes, customs duties, fees, assessments or charges of any kind
          whatsoever,  together  with  any  interest  and  any penalties,
          additions to tax or additional amounts, including  any  amounts
          payable  as  a result of the application of monetary correction
          or any other similar  factor,  imposed by any taxing authority;
          and  (ii)  "TAX  DOCUMENT"  shall  mean   any  report,  return,
          document,  declaration,  schedule or any other  information  or
          filing required to be supplied,  including  by electronic means
          or  otherwise,  to  any governmental authority or  jurisdiction
          with  respect  to  Taxes  including,  without  limitation,  any
          amendments thereto.

   q)     Except as disclosed  in  SCHEDULE  "7", all accounts, books and
          records material to the Company's business,  have  been  fully,
          properly  and  accurately  kept  in  accordance  with generally
          accepted  Mexican  accounting  principles and are kept  at  the
          Company's facilities.

   r)     As  of  February  26, 1999, the Company  has  not,  except  for
          transactions in the  ordinary course of business and consistent
          with past practice, (i)  incurred  any liability or assumed any
          obligation of any type, (ii) entered into any transaction which
          implies the sale or transfer of assets of the Company in excess
          of U.S.$10,000.00 (Ten Thousand United States Dollars 00/100).

   s)     As of February 26, 1999, the Company  does not have any ongoing
          or outstanding transaction with the government of Mexico or any
          political subdivision or agency thereof.

   t)     SCHEDULE "8" contains a complete and current  list  of  (i) all
          real  property  which  the  Company  owns, leases, subleases or
          uses,  as  the case may be, (ii) any notice  from  governmental
          agencies  received   in  regards  to  such  properties  of  any
          violations of law, and  (iii)  a list of encumbrances, defects,
          easements,  rights  of  way  or  other   similar   charges   or
          limitations with respect thereto.

   u)     SCHEDULE  "9"  contains  a  complete  list  of  all outstanding
          credits,  loans,  or  other  indebtedness relating to  borrowed
          money or guarantee of any of the  foregoing  setting  forth the
          maturities thereof.

   v)     The Company is not in default with respect to any of its  debts
          or obligations as described above and in SCHEDULE "9".

   w)     The  inventories  of  the  Company are in a condition such that
          they can be sold or converted  into  finished garment which can
          then  be  sold  by the Company in the ordinary  course  of  its
          business as regular  merchandise  without  any discount (except
          for discounts per volume).  The inventories  do  not consist of
          items  that  are obsolete, damaged or slow-moving or  any  item
          held in consignment.  The  Company's  inventories are valued at
          the lower of cost or net realizable value.

   x)     SCHEDULE "10" contains a complete and current  list  of (i) all
          collective bargaining agreements or similar agreements with any
          labor  unions  or  associations  representing employees of  the
          Company,  (ii) all of the Company's  non  unionized  employees,
          officers and  agents, their salaries and any benefit granted by
          the Company in  excess of those mandated by Mexican law and the
          collective  bargaining   agreements,   and  (iii)  all  notices
          received by the Company in regards to collective  or individual
          labor claims.

   y)    (i) There is no labor strike, slowdown, lockout, work stoppage,
          arbitration,  lawsuit or administrative proceeding relating  to
          labor or employment  matters  or  other  labor  dispute pending
          against  or  threatened  against the Company, (ii) the  Company
          does not incur in any unfair  labor  practice,  and  (iii)  the
          Company  is  and  has  at all times been in compliance with all
          applicable labor laws.

   z)     The closing of the transactions  hereunder will not trigger any
          payment  to any member of the board  of  directors  or  of  the
          management  of  the  Company  (except  for  the  purchase price
          payable to Varela and Stern hereunder).

   aa)    The  Company  has  not  entered  into  any  management, agency,
          consulting,   distribution,  marketing  and  other   agreements
          involving compensation  for services rendered or to be rendered
          in excess of U.S.$10,000.00 (Ten thousand United States Dollars
          00/100) per year except as disclosed in the Company's financial
          statements which are attached hereto as SCHEDULE 4.

   ab)    Except as disclosed in SCHEDULE  "11" there is no action, suit,
          proceeding  or  governmental  investigation   of   any   nature
          (including  civil,  mercantile,  criminal  and  administrative)
          pending or threatened against or affecting the Company,  any of
          its properties or assets.

   ac)    SCHEDULE "12" contains a complete and current list of insurance
          policies   (including   insured  amounts,  insured  risks,  and
          deductible amounts) which the Company maintains with respect to
          its business properties or  employees,  and  such  policies are
          presently  in  full  force  and  effect  and  the corresponding
          premiums are current in payment.

   ad)    SCHEDULE  "13"  contains  a  complete and current list  of  all
          patents,  trademarks,  tradenames,   inventions   and   similar
          intellectual  property owned by the Company or licensed by  the
          Company  from  third   parties   which  are  all  free  of  any
          encumbrance  and  duly registered with  the  competent  Mexican
          authorities, and such  registrations  are  in  full  force  and
          effect;  the  Company  is not infringing any trademark or other
          intellectual property right  of  third parties and is not using
          any trade-mark or intellectual property  owned  by  any Related
          Person.

   ae)    (i)   The   Company   has   obtained   all  permits,  licenses,
          authorizations  and  registries  as  required   under   Mexican
          environmental  laws  for  conducting its business and operating
          its properties, and such permits,  licenses  and authorizations
          are in full force and effect, (ii) the Company  has  filed  all
          applications  necessary  to  renew  all  its permits, licenses,
          authorizations  and  registrations,  (ii)  the  Company  is  in
          compliance with all applicable environmental  laws,  (iii)  the
          Company  has  delivered  to  the  Purchaser  all  environmental
          reports filed with Mexican or foreign authorities, (iv) neither
          the Company nor the Sellers have knowledge or have received any
          written   notice   regarding   action,   suit,   proceeding  or
          governmental investigation relating in any way to environmental
          laws, (v) the Company has not released, discharged or otherwise
          disposed of, any substance deemed as hazardous or prohibited by
          the applicable environmental laws on, adjacent or  beneath  any
          of the properties owned, leased, subleased or otherwise used by
          the Company, (vi) the Company has not been declared responsible
          for  any  actions  toward cleaning up the environment, (vii) no
          employee or officer  of the Company has been subject to contact
          with hazardous substances,  and  (viii)  the  Company  has  not
          entered  into  any  agreement,  contract or other instrument in
          which it has assumed any liability  or obligation in regards to
          the generation, manufacture, use, transportation or disposal of
          hazardous substances.

   af)    The Company is not party to any written  or  oral  contract  or
          agreement presently in effect, (i) entered into in the ordinary
          course  of business which involves a delivery obligation by the
          Company for  more  than  3  (three)  months,  (ii) entered into
          outside  of the ordinary course of business, (iii)  covering  a
          period of  more  than  12  (twelve)  months  (except  the Lease
          Agreement), or (iv) with any customer, supplier or third  party
          which  by  its  terms  (x)  could  be  canceled  or the pricing
          conditions thereof changed in case of a change of  ownership or
          management  of  the  Company (except for the agreement  entered
          into with Pierre Cardin),  (y)  would  require  a  payment of a
          penalty or fee, or any accelerated payment as a result  of  the
          transactions contemplated by this Agreement, or (z) prevent the
          Company   from   entering   any  specific  relevant  market  or
          manufacturing any type of product.

   ag)    The Company is in compliance  in  all material aspects with all
          laws, regulations, administrative permits  and  acts,  judicial
          orders and decrees applicable to it, except as provided  to the
          contrary in this Agreement or its Schedules.

   ah)    There is no material agreement or other restriction binding  on
          the  Company,  nor  any  other  material  fact  or circumstance
          relevant to the Company, with material adverse effects  to  the
          Company,  which  has  not  been  disclosed to the Purchaser and
          which,  if  disclosed to the Purchaser,  would  have  adversely
          affected the  decision  of  the  Purchaser  to  enter into this
          Agreement.   This representation  excludes any circumstance  or
          fact deriving  from  any political or economic events in Mexico
          which may affect the Company's business.

II) The Purchaser hereby represents and warrants:

     a)   It is a stock corporation  duly  organized and validly existing
          under the laws of Mexico.

     b)   It has full power and authority to  enter into, and perform its
          obligations  hereunder,  which  constitute  valid  and  binding
          obligations of the Purchaser.

     c)   It shall not be required to obtain  any  consent or approval of
          any third parties or regulatory authorities,  for the execution
          of  this  Agreement  or  for  the  compliance with any  of  the
          provisions hereof, other than those  consents  or  approvals it
          has already obtained.

     d)   Any  two  of Messrs. Alex Di Palma, Christopher Schaller,  Jean
          Talbot or any of them together with either of Jesus Lopez
          or Mauricio  Hernandez,  have  full  power  to  execute  and
          deliver  this  Agreement on behalf and in representation of the
          Purchaser, and to  bind  the  Purchaser  pursuant  to the terms
          hereof,  and  such  authority  has not been revoked or modified
          whatsoever.

III. The Company hereby represents and warrant:

     a)   That  it  is  a stock corporation duly  organized  and  validly
          existing under the laws of Mexico.

     b)   That it wishes  to  act  as guarantor of certain obligations of
          the Purchaser in accordance to the terms of this Agreement.

     c)   Its representatives have sufficient authority to subscribe this
          Agreement; such authority  has not been revoked nor modified in
          any way.

NOW  THEREFORE,  based  upon  the  foregoing   representations   and
warranties, the parties hereto agree as follows:

                                 CLAUSES

FIRST.   SALE  OF  SHARES;  CLOSING  DATE.   Subject  to  the  terms  and
conditions  set  forth  herein,  each Seller hereby agrees to sell to the
Purchaser and the Purchaser hereby  agrees  to  purchase from each Seller
the Shares owned by such Seller, on the date on which  all conditions set
forth  in  Clause Sixth have been met and at the latest on  February  26,
1999 (the "CLOSING  DATE").   On  the  Closing  Date,  each  Seller shall
deliver the certificates evidencing the Shares sold by it, duly  endorsed
in  favor  of  the  Purchaser and instruct the Secretary of the board  of
directors of the Company to make the corresponding notations in the stock
registry book of the  Company, and the Purchaser shall pay to the Sellers
the Purchase Price (as  defined  herein)  as  set  forth in Clause Second
hereof. On the Closing Date, the Purchaser will designate  a  third party
in  favor  of whom 1 (one) of the Shares will be transferred so that  the
Company will have, at all times, 2 (two) shareholders.

SECOND.  PRICE; ADJUSTMENTS; TAXES.  a) The purchase price for the Shares
is Ps.$25,700,000.00  (Twenty  five  million seven hundred thousand Pesos
00/100)  and  U.S.$1,760,000.00  (One million  seven  hundred  and  sixty
thousand  United  States  Dollars 00/100)  (the  "PURCHASE  PRICE").  The
Purchase Price will be divided  between  the  Sellers  based  upon  their
participation  in  the  Company's capital stock. Therefore, the Purchaser
will pay each Seller his  respective  participation in the Purchase Price
as instructed thereby. The Purchase Price will be paid as follows:

(i)  Ps.$25,700,000.00 (Twenty five million  seven hundred thousand Pesos
     00/100) on the Closing Date ("TRANCHE A").

(ii) U.S.$880,000.00  (Eight hundred and eighty  thousand  United  States
     Dollars 00/100) on February 26, 2000 ("TRANCHE B").

(iii) U.S.$220,000.00 (Two  hundred  and  twenty  thousand  United States
     Dollars  00/100)  each of May 26, August 26, November 26,  2000  and
     February 26, 2001 ("TRANCHE C").

Interest will be payable  on  the  outstanding  amounts  of Tranche B and
Tranche  C  as of the Closing Date at an annual rate equal to  the  LIBOR
Rate plus 2 (two  percentage  points).  Interest  will  be  paid  on such
outstanding amounts on February 26, May 26, August 26, November 26,  2000
and February 26, 2001 in arrears plus the respective value added tax.

Payment  of  Tranche B and Tranche C, along with interest thereon will be
guaranteed by  means  of  a  corporate  guarantee granted in favor of the
Sellers by Consoltex (USA), Inc. and Royalton in the terms hereof.

For the purposes of the preceding paragraph, "LIBOR Rate" shall mean, the
arithmetic  average  (rounded  upwards to the  nearest  1/16  of  1%)  as
determined by the Purchaser, of  the  offered quotations of the principal
London offices of the banks appearing on  the  display page designated as
page  "LIBO" on the Reuters Monitor Money Rates Service  (or  such  other
page as  may  replace  the  LIBO  page on that service for the purpose of
displaying  London  interbank offered  rates  for  United  States  dollar
deposits of leading banks, (the "Reuters Screen"), at approximately 11:00
a.m. London time on each  6  (six)  month anniversary of the Closing Date
for United States dollars deposits made  for 6 (six) month periods and in
amounts approximately equal to Tranche B and  Tranche  C, as shown on the
Reuters Screen.

In the event Varela resigns from his executive position  at  the Company,
Varela will not receive any payment under Tranche B and Tranche C, in the
understanding that such scenario will have no effect on Stern's  right to
receive  his share of Tranche B and Tranche C. In addition, in the  event
that during his tenure at the Company, the Company suffers any damages or
losses due to Varela's willful misconduct, such damages and losses may be
set off against  or  retained  from amounts due to Varela under Tranche B
and Tranche C.

Payment of the Purchase Price will be made by the Purchaser by electronic
wire transfer to the account designated  by  each  Seller or by check, as
instructed in writing by such Sellers, and will be made  in  the currency
stated above.

b)   The Purchase Price will be adjusted as follows:

(i)  In  the  event the Company's Net Working Capital (including  therein
the Net Working  Capital  of  Vest  Company  Vestco,  S.A.  de  C.V.), as
measured  by  the  "Closing  Date Summary of Net Working Capital and  Net
Debt" prepared by AGL in the form  as  is  attached hereto as EXHIBIT "E"
(the "CLOSING DATE REPORT") (y) is below the  Reference  Amount  then the
Purchase Price will be reduced, and (z) exceeds the Reference Amount then
the  Purchase  Price  will  be  increased,  in  an  amount  equal to such
deficiency or excess, as the case may be. For purposes of this Clause and
of the Closing Date Report, "NET WORKING CAPITAL" will include,  but will
not be limited to, all current assets such as trade and other receivables
due  in  less than one year, inventory, prepaid expenses and advances  to
suppliers,  LESS  cash,  short term investments in securities and/or bank
accounts, all current liabilities, including but not limited to trade and
other payables, taxes, accruals, customer advances and any other payments
due   in   less   than   one  year.   "REFERENCE   AMOUNT"   shall   mean
Ps.$11,500,000.00 (Eleven  million five hundred thousand Pesos 00/100) if
the Company's (including Vest  Company  Vestco,  S.A. de C.V.) net losses
for  the  months  of  January and February of 1999 exceed  Ps.$500,000.00
(Five hundred thousand  Pesos  00/100); if such net losses for the months
of January and February of 1999  are  equal  or  less than Ps.$500,000.00
(Five  hundred  thousand  Pesos  00/100)  "REFERENCE AMOUNT"  shall  mean
Ps.$12,000,000.00 (Twelve million Pesos 00/100).

(ii) In the event the Company's Net Debt (including  therein the Net Debt
of Vest Company Vestco, S.A. de C.V.), as measured by  the  Closing  Date
Report  is  below  or exceeds Ps.$6,000,000.00 (Six million Pesos 00/100)
then the Purchase Price  will  be increased or reduced in an amount equal
to such deficiency or excess, as  the  case  may be. For purposes of this
Clause  and  of  the  Closing  Date  Report, "NET DEBT"  shall  mean  the
Company's (including Vest Company Vestco,  S.A.  de C.V.) Total Debt less
cash and short term investments in securities and/or  bank  accounts  and
"TOTAL  DEBT"  shall  mean  all amounts owing to related or third parties
including but not limited to bank debt and capital leases.

The Purchaser will withhold U.S.$100,000.00  (One hundred thousand United
States Dollars 00/100) from Tranche A to cover  any adjustment to be made
pursuant  to  sections (i) and (ii) above. PricewaterhouseCoopers  ("PC")
and  AGL  will  jointly   prepare   an   audit  certificate  (the  "AUDIT
CERTIFICATE") attesting to the Net Working  Capital  and the Net Debt set
forth in the Closing Date Report. All adjustments made  to  the  Purchase
Price  will  be  paid  by  the  Sellers, to the extent not covered by the
aforementioned withholding, or by  the  Purchaser, as the case may be, at
the  latest  one week after the delivery to  the  Company  of  the  Audit
Certificate.

In the event of disagreement between PC and AGL, in the amounts contained
in the Audit Certificate  such difference will be settled pursuant to the
arbitration proceeding set  forth  in  Clause  Ninth  hereof, unless such
difference is for an amount less than Ps.$1,000,000.00 (One million Pesos
00/100),  in which case, the final amounts will be adjusted  by  half  of
said difference.

c)   Each Seller  hereby delivers to the Purchaser a letter issued by Mr.
C.P. Sadot Sebastian  Torres  stating  that  it will file a tax statement
with the competent tax authorities pursuant to  the terms of articles 103
of the Mexican Income Tax Law (LEY DEL IMPUESTO SOBRE  LA  RENTA) and 126
of  the  Regulations  to  the  Income  Tax Law (REGLAMENTO DE LA LEY  DEL
IMPUESTO SOBRE LA RENTA) in regards to the  transaction  contemplated  in
this  Agreement. In addition, the Sellers will deliver to the Purchaser a
copy of the respective tax statement and receipt of payment issued by the
competent tax authorities, if such is the case, and of any other evidence
requested  by  the  Purchaser to that effect within the 15 (fifteen) days
immediately following  the  date  such  statements or payments have to be
made pursuant to the terms of applicable law.

THIRD.  UNCOLLECTED RECEIVABLES.

In the event that any of the accounts receivable  of the Company existing
on the Closing Date is not collected after normal collection  and  within
the  normal  payment terms granted by the Company to its clients, and  at
the  latest  within   120   (one   hundred  twenty)  days  following  its
corresponding due date, net of reserves  created  for  such  effects  and
evidenced   in  the  Company's  financial  statements  (the  "UNCOLLECTED
RECEIVABLES"),  any  such  Uncollected  Receivable shall be assigned on a
monthly basis by the Company to the Sellers,  within  30 (thirty) days of
the respective request of the Company, without recourse  to  the  Company
and  Sellers  shall  reimburse the Company at the time of such assignment
for the full face amount of any such Uncollected Receivable so assigned.

Sellers hereby agree to  designate,  and  the Purchaser accepts and shall
cause  the  Company  to  accept, Sellers as assignees  of  such  accounts
receivable.  Therefore Sellers  shall  be  liable for the payment of such
account receivables to the Company.

The Purchaser agrees to cause the Company to  execute,  and  the  Sellers
agree  to  execute  such  documents  reasonably  necessary  to assign the
Uncollected  Receivables  pursuant  to  this Clause Third.  The Purchaser
agrees to use all reasonable efforts to collect  the  receivables  of the
Company;  provided,  however,  that neither the Purchaser nor the Company
shall be obligated to commence any  legal proceedings in order to collect
any  Uncollected  Receivable,  except  for  such  proceedings  which  are
required  by law to preserve any creditors  right  when  applicable.  The
foregoing notwithstanding,  the  Sellers  shall not be liable to make any
reimbursement  or  otherwise under this Clause  Third  whenever  lack  of
collection results from  gross  negligent  acts  or omissions, or willful
default  of the Purchaser, the Company or their respective  employees  or
representatives.

FOURTH.  INDEMNIFICATION TO THE PURCHASER AND TO THE COMPANY.

a)  The Sellers  shall  indemnify, defend and hold harmless the Purchaser
    and the Company and each  of  their  respective  directors, officers,
    employees,  affiliates, shareholders, agents and representatives  and
    their successors  and assigns (collectively, the "INDEMNITEES"), from
    and against, and pay  or  reimburse  them,  any  liability,  demands,
    claims,  actions  or  causes of action, assessments, losses, damages,
    costs and expenses (including without limitation, attorney's fees and
    expenses) (collectively, the "DAMAGES"), asserted against or incurred
    by any Indemnity as a result or arising directly or indirectly out of
    (i) a breach or inaccuracy  in  any representation or warranty of the
    Seller contained herein  or in the  Secondary  Agreements (as defined
    herein)  when made or at and as of the Closing Date  as  though  such
    representation  and  warranty  were made at and as of the date hereof
    and the Closing Date, (ii) any breach  of  any  of  the covenants and
    agreements  of  the  Sellers  contained  in  this  Agreement  or  the
    Secondary  Agreements, or (iii) any liability or obligation  (whether
    direct, indirect,  accrued,  contingent  or otherwise) of the Company
    incurred or arising out of facts or circumstances  existing,  at  any
    time prior to the Closing Date.

<PAGE>


b)   Any  claims  for Damages under paragraph a) of this Clause must be
     made by the Purchaser  or the Company within a period of 24
    (twenty four)months beginning on  the  Closing Date, in writing to the
     Sellers in accordance with Clause Fifth  hereof, except that claims
     for Damages related to any material default,  violation,  act or
     omission by the Company  prior  to the Closing Date in respect of
     Taxes,  employee,labor, social security  and environmental matters,
     which may be made until  45  (forty  five)  days   following  the
     expiration  of  the applicable statute of limitations (including
     extensions thereof).

c)   Any claim made by the Purchaser or the  Company  hereunder involving
     an accounting matter,in respect of which the Sellers disagree, shall
     be  submitted  to  an  internationally recognized accounting firm in
     Mexico City, selected jointly by the Purchaser and the Seller within
     30 (thirty) days after such  claim  is  made,  and in the event such
     selection is not made by them within such period,  such disagreement
     shall  be  submitted  to KPMG Cardenas Dosal, S.C.,  which  shall
     answer within 45 (forty  five)  calendar  days.   The parties hereto
     agree  to  accept  the  decision of such accounting firm  as  final,
     without recourse to such  firm.  The parties hereto agree to provide
     within 10 (ten) days full and unrestricted  access  to  records  and
     files  to  enable  the  selected  firm to provide its opinion on any
     matter which is referred to it.

FIFTH.  INDEMNIFICATION PROCEDURES.

a)   Whenever  the  Purchaser or the Company  (the  "INDEMNIFIED  PARTY")
     whishes to assert a claim for Damages (a "CLAIM") against the Seller
     (the  "INDEMNIFYING   PARTY")   under   Clause  Fourth  hereof,  the
     Indemnified Party shall give written notice (a "NOTICE OF CLAIM") to
     the Indemnifying Party at the address set  forth  in  Clause  Eighth
     hereof.   The  Indemnifying  Party  shall  receive a Notice of Claim
     promptly but not later than 30 (thirty) days  after  the Indemnified
     Party has actual knowledge of the facts constituting the basis for a
     Claim except that in the event a Claim has to be contested  within a
     certain  period pursuant to a judicial or administrative order,  the
     Indemnifying Party shall receive the Notice of Claim within 10 (ten)
     calendar days  after  the  Indemnified  Party  had knowledge of such
     matter or Claim, in the understanding that the Notice of Claim shall
     be delivered immediately in the event the term to contest said Claim
     is  less  than  such  10  (ten) day period, in order  to  allow  the
     Indemnifying Party to contest  said Claim more adequately. Notice of
     Claim shall be delivered to the  Indemnifying  Party in the event of
     Tax determinations, within 10 (ten) days following  the  receipt  of
     the notification of such Tax determinations.  The failure to provide
     a  Notice  of  Claim  shall  relieve  the  Indemnifying Party of its
     indemnification obligations hereunder.  The  Notice  of  Claim shall
     specify  in  reasonable  detail  all facts known to such Indemnified
     Party giving rise to such indemnification  Claim  and an estimate of
     the  amount  of  the  liability arising therefrom. The  Indemnifying
     Party shall respond in  writing promptly to any Notice of Claim, but
     not later than 10 (ten) days  from  the  date the Notice of Claim is
     given, indicating its position as to the Claim.

b)   If  the Indemnifying Party wishes to contest  or  defend  any  Claim
     brought  or  alleged by a third party against the Indemnified Party,
     the Indemnified  Party  shall,  at  the  expense of the Indemnifying
     Party,  (i)  permit  the  Indemnifying  Party  and   its  attorneys,
     accountants  and  other  agents  to  have  access to all properties,
     records and documents of the Indemnified Party  and  furnish  to the
     Indemnifying   Party   to   the  extent  available  such  financial,
     commercial, legal, operating  and  other information with respect to
     the  business  and  operations  of  the Indemnified  Party,  as  the
     Indemnifying Party may reasonably request  and  as may be related to
     the  Claim  being contested, (ii) permit the Indemnifying  Party  to
     make any investigation  which  the Indemnifying Party may reasonably
     request, (iii) procure the cooperation  of  the  Indemnified Party's
     counsel and accountants with respect to the foregoing, and (iv) take
     such   other  actions  as  may  be  reasonably  requested   by   the
     Indemnifying  Party,  including  the  granting  of special powers of
     attorney in favor of the individuals appointed by  the  Indemnifying
     Party  and  acceptable to the Indemnified Party, provided that  such
     attorneys in  fact  shall  at  all  times keep the Indemnified Party
     informed of the respective proceedings.

c)   The Indemnified Party shall not make  any  settlement  of  any Claim
     brought by a third party which would give rise to liability  on  the
     part  of  the  Indemnifying  Party  under this Agreement without the
     prior written consent of the Indemnifying  Party,  provided that the
     covenant  pursuant to this paragraph c) shall exclusively  apply  in
     the event that  the  Indemnifying  Party assumes full responsibility
     for the contest and defense of such Claim and all costs and expenses
     which may be incurred by the Indemnified Party in this respect.

d)   The indemnification required by this  Agreement  shall  be made when
     reasonable  and  properly  documented  losses,  damages,  costs  and
     expenses   (including   without   limitation,  attorney's  fees  and
     expenses)  or  liabilities are incurred.   Any  indemnities  payable
     under this Agreement  shall  be  limited  to the amount of direct or
     indirect  damages sustained by the Indemnified  Party,  net  of  any
     insurance proceeds, favorable tax effects or other recovery actually
     received by  such  Indemnified  Party  but  increased  by  any Taxes
     arising out of any indemnity payment.

e)   The  Purchasers will have, in regards to Claims for Damages, the right
     to  set  off  amounts  payable  thereunder against amounts due under
     Tranche B and Tranche C of the Purchase  Price, in the understanding
     that  in such event, the set off will be made  against  amounts  due
     under next succeeding payment under Tranche B or Tranche C.

f)   The Purchaser and the Company may only claim the payment of Damages if
     the  aggregate   amount   of   Damages   claimed  hereunder  exceeds
     U.S.$20,000.00 (Twenty thousand United States Dollars 00/100) or its
     equivalent in another currency.

SIXTH.   CONDITIONS  PRECEDENT  TO  CLOSING.  Notwithstanding  any  other
provisions contained in this Agreement  the Purchaser's obligation to pay
the Purchase Price is expressly conditioned  upon  the  delivery  by  the
Sellers,  the Company or the corporation owning the real estate leased by
the Company  (the "RE COMPANY") to the Purchaser on or before the Closing
Date of the following:

a)   A mortgage (the "MORTGAGE") duly executed by the RE Company by means
     of public deed granted before a Notary Public in terms acceptable to
     the Purchaser,  and evidence that such Mortgage is in the process of
     being registered in the Public Registry of Property of Tlalnepantla,
     Estado de Mexico.

b)   A pledge agreement  (the  "PLEDGE  AGREEMENT")  duly executed by the
     Stern and Lucia Pin Guzzi in terms acceptable to  the Purchaser, the
     certificates representing the capital of the RE Company delivered to
     the Purchaser with the notations of the guarantee in  favor  of  the
     Purchaser  and/or  the  Company,  and  evidence  of  the  respective
     notation made in the corporate books of the RE Company of the Pledge
     Agreement.

c)   An  employment  agreement (the "EMPLOYMENT AGREEMENT") entered  into
     between the Company and Varela in terms acceptable to both parties.

d)   A lease and purchase  option  agreement  entered  into  between  the
     Company  and  the RE Company (the "LEASE AGREEMENT" and jointly with
     the Mortgage, the Pledge Agreement and the Employment Agreement, the
     "SECONDARY AGREEMENTS") in terms acceptable to both parties.

SEVENTH.  ROYALTON GUARANTEE.  The Company hereby guarantees the punctual
payment of Tranche B and Tranche  C  of  the Purchase Price in accordance
with the terms of this Agreement.

The  Company  waives the benefits of order and  excusion  established  in
Articles 2814,  2815,  2818, 2820, 2822 and 2823 and the other applicable
articles of the Civil Code for the Federal District (CODIGO CIVIL PARA
EL DISTRITO FEDERAL EN MATERIA  COMUN  Y  PARA TODA LA REPUBLICA EN
MATERIA  FEDERAL),  applicable  as  mandated  by  the  Code  of  Commerce
(CODIGO DE COMERCIO).

This guarantee shall be in full force and effect until  the  Sellers have
been  paid  everything  owed  to  them  hereunder, including interest  on
Tranche B and Tranche C of the Purchase Price,  even  if  (i) the Company
cannot  acquire  the  rights  and  privileges of the Sellers due  to  the
negligence of the Sellers; (ii) an extension  or  stay  is granted to the
Purchaser  without  consent  of  the  Company; (iii) the Sellers  do  not
legally request the Purchaser the payment  of  Tranche B and Tranche C of
the Purchase Price.

EIGHTH.  MISCELLANEOUS.

a)   This  Agreement  represents the entire understanding  and  agreement
     between the parties hereto with respect to the subject matter hereof
     and shall prevail over any other agreement prior to the same, in the
     understanding that  it  can  only  be  amended by written instrument
     signed by the parties hereto.

b)   This agreement shall be binding upon and  shall inure to the benefit
     of the parties hereto and their respective  successors  and assigns,
     provided   that  this  Agreement  and  all  rights  and  obligations
     hereunder may  not  be  assigned  or  transferred  without the prior
     written  consent of the other parties to this Agreement,  except  in
     the case of the Purchaser who is entitled to assign its rights under
     this Agreement  to  any affiliate or subsidiary, without the need of
     prior consent granted by the Sellers.

c)   The paragraph headings contained in this Agreement are for reference
     purposes only and shall  not  affect  in  any  way  the  meaning  or
     interpretation of this Agreement.

d)   Notwithstanding  the  closing  of the transaction, each party hereto
     shall  bear  its  own  costs and expenses  in  connection  with  the
     transactions contemplated  herein  and  in  the Secondary Agreements
     (including   without   limitation   legal,  accounting   and   other
     professional fees), except as provided in Clause Fourth hereof.

e)   If at any time subsequent to the date  hereof, any provision of this
     Agreement shall be held to be illegal, void  or  unenforceable, such
     provision  shall  be of no force and effect, but the  illegality  or
     enforceability of such provision shall have no effect upon and shall
     not  impair  the enforceability  of  any  other  provision  of  this
     Agreement.

f)   The Exhibits and  Schedules  attached  hereto  are  an integral part
     hereof.

g)   The Sellers shall take all necessary steps to allow the Purchaser on
     the  Closing  Date  to  take  full possession of all the properties,
     books, documents, and all other assets of the Company.

h)   All notices and other communications  hereunder  shall be in writing
     and  may  be  given  by any of the following methods:  (a)  personal
     delivery; (b) facsimile  transmission;  (c)  registered or certified
     mail, postage prepaid, return receipt requested;  or  (d)  overnight
     delivery service.  Such notices and communications shall be  sent to
     the appropriate party at its address or facsimile number given below
     or at such other address or facsimile number for such party as shall
     be  specified  by  notice given hereunder (and shall be deemed given
     upon  receipt  by  such   party  or  upon  actual  delivery  to  the
     appropriate address, or, in  case  of a facsimile transmission, upon
     transmission thereof by the sender and  issuance by the transmitting
     machine of a confirmation slip that the number of pages constituting
     the  notice  has  been transmitted without error;  in  the  case  of
     notices   sent  by  facsimile   transmission,   the   sender   shall
     contemporaneously  mail a copy of the notice to the addressee at the
     address provided for  above,  PROVIDED,  HOWEVER,  that such mailing
     shall  in  no  way alter the time at which the facsimile  notice  is
     deemed received):

     The Company:

     Ave. Industria Textil No. 20
     Parque Industrial Naucalpan
     53370 Naucalpan, Estado de Mexico
     Attn: General Director
     Fax: 301-34-98

     The Sellers:

     Varela:

     Heradito 320
     Col. Chapultepec Morales
     11560 Mexico, D.F.

     Stern:

     Sierra Chalchihui 235
     Col. Lomas de Chapultepec
     11010 Mexico, D.F.


<PAGE>

     The Purchaser:

     Homero No. 1425-901
     Col. Polanco
     11560, Mexico, D.F.
     At'n: Mauricio Hernandez
     Fax: 580-10-21

     c.c.
     Consoltex (USA), Inc.
     1040 Avenue of the Americas, 6{th} Floor
     New York, N.Y., 10018
     Att'n: Paul J. Bamatter
     Vice President Finance and Chief Financial Officer
     Fax: (212) 596-0483

i)   The parties shall  cooperate in good faith in all respects regarding
     the  transactions contemplated  hereunder,  and  shall  execute  and
     deliver   all   necessary   documents  in  order  to  formalize  the
     transactions contemplated hereunder,  including, the notarization of
     the Mortgage and Lease Agreements, in the  event  such formalization
     has not taken place prior to the Closing Date.

j)   Each of the parties shall permit the others to review in advance and
     approve  the  form of any press releases or any public  announcement
     concerning this  Agreement, provided, however, that the parties will
     not disclose the terms and conditions of this Agreement to any third
     party, except to its  counsel  and  accountants  and  as required by
     applicable law and regulation.

k)   Terms used with initial capital letters in this Agreement  are terms
     defined  elsewhere  in  this  Agreement;  such  terms shall have the
     meaning as so defined.

l)   During a period of 5 (five) years counted as of the Closing Date, no
     Seller  will  engage  in  the  United  Mexican States,  directly  or
     indirectly, as manager, director or investor,  in  the manufacturing
     and/or distribution of apparel of the type produced  and distributed
     by  the  Company. In the event any of the Sellers breaches  such  an
     obligation,   it   will   pay  to  the  Company  a  penalty  fee  of
     U.S.$20,000.00 (Twenty thousand  United  States  Dollars 00/100) for
     each violation, which may be deducted from Tranche  B  and Tranche C
     of the Purchase Price.

m)   This  Agreement  shall  be  executed  in  the  English  and  Spanish
     languages, provided that the English version shall control.

NINTH.  ARBITRATION.

a)   The  parties  shall  use  their  respective  best  efforts to settle
     amicably all disputes or differences concerning the  interpretation,
     performance  or application of any provision of this Agreement.   If
     any such dispute  or  difference  cannot  be  settled, however, each
     party  shall  have  the right to refer it to arbitration  for  final
     settlement without recourse  to  the  courts. This shall not include
     disputes concerning the validity and application of this Arbitration
     Clause.

b)   All  disputes arising in connection with  this  Agreement  shall  be
     finally  settled  under the provisions of the Commercial Arbitration
     Rules of the American  Arbitration Association, by three arbitrators
     appointed in accordance with said rules.

c)   The place of arbitration  shall  be  Mexico,  Federal  District. The
     English  language shall be used throughout the arbitral proceedings,
     the awards  and other resolutions must be based on the provisions of
     this Agreement  and  only  if not provided for herein, they shall be
     based on Mexican law.

IN WITNESS WHEREOF, the parties hereto  execute  this Agreement in Mexico
City, Federal District on February 26, 1999.

                          THE SELLERS

               _____________________________
                           Valentin Varela F.


               _____________________________
                            Enrique Stern F.


                       THE PURCHASER

               Consoltex Mexico, S.A. de C.V.

               _____________________________
               By: Christopher Schaller
               Title: Attorney in fact


               _____________________________
               By: Jean Talbot
               Title: Attorney in fact


                      THE GUARANTOR

              Royalton Mexicana, S.A. de C.V.

               __________________________
               By: Jean Talbot
               Title: Attorney

               __________________________
               By: Christopher Schaller
               Title: Attorney

<PAGE>