Exhibit 10.2
                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE


In re:                           )            Chapter 11
                                 )
DELTA MILLS, INC., ET AL.,(1)    )            Case No.  06-11144 (CSS)
                   -- ---        )
                                 )
                        Debtors. )            Jointly Administered
---------------------------------------)
                                              RE:  D.I. 15, 28

          ORDER UNDER 11 U.S.C. SS.SS. 105(A), 363 AND 365 AND FEDERAL
           RULES OF BANKRUPTCY PROCEDURE 2002, 6004, 6006 AND 9014 (I)
        APPROVING AND AUTHORIZING THE DEBTORS TO PROCEED WITH AN ORDERLY
         RUN OUT OF THE DEBTORS' BUSINESS; (II) APPROVING PROCEDURES FOR
          THE SALE OR SALES OF ALL OR SUBSTANTIALLY ALL OF THE DEBTORS'
           FIXED ASSETS; (III) ESTABLISHING PROCEDURES FOR THE SALE OF
              MISCELLANEOUS ASSETS AND (IV) GRANTING RELATED RELIEF
              -----------------------------------------------------

                  This  matter  came before the Court for hearing on October 31,
2006 (the  "Designation  Hearing")  upon the  Motion  for Order  under 11 U.S.C.
ss.ss. 105(a), 363, 365 and 1146 and Federal Rules of Bankruptcy Procedure 2002,
6004,  6006  and  9014  (a)  Approving  (i)  Initial  Bidding  Procedures,  (ii)
Overbidding   Procedures,   (iii)  Auction  Procedures,   (b)  Approving  Notice
Procedures  for (i) the  Solicitation  of Bids,  (ii) an  Auction  and (iii) the
Assumption  and Assignment of Contracts and Leases;  (c) Scheduling  Hearings on
Approval of (i) Bid  Protections  for a Stalking  Horse  Bidder,  (ii) a Sale or
Sales of  Substantially  All of Debtors'  Assets and (iii)  Miscellaneous  Asset
Sales and (d) Granting  Related  Relief (D.I.  15) (the  "Motion"),(2)  filed on
October 13, 2006 (the "Petition Date"), by Delta Mills, Inc. ("Delta Mills") and
Delta Mills Marketing, Inc. ("Marketing") with the consent and approval of Delta
Woodside  Industries,   Inc.  ("DLWI"  and,  with  Delta  Mills  and  Marketing,
collectively,   the  "Debtors"),   debtors  and   debtors-in-possession  in  the
above-captioned  cases; and upon the Declaration of William H. Hardman,  Jr., in
---------------------------

(1)  These jointly administered cases are those of the following debtors:  Delta
     Mills,  Inc., Delta Woodside  Industries,  Inc., and Delta Mills Marketing,
     Inc.

(2)  Capitalized  terms used,  but not  defined,  herein shall have the meanings
     ascribed to them in the Motion. (
<PAGE>
Support of First Day Relief (D.I. 3) (the "Hardman  Declaration");  and upon the
First Supplemental  Declaration of William H. Hardman,  Jr., in Support of First
Day Relief (D.I.  79) (the  "Hardman  Supplemental  Declaration");  and upon the
Declaration of Joseph M. Brower in Support of Entry of the Order under 11 U.S.C.
ss.ss. 105(a), 363 and 365 and Federal Rules of Bankruptcy Procedure 2002, 6004,
6006 and 9014 (I)  Approving  and  Authorizing  the  Debtors to Proceed  with an
Orderly Run Out of the Debtors' Business; (II) Approving Procedures for the Sale
or  Sales  of All or  Substantially  All of the  Debtors'  Fixed  Assets;  (III)
Establishing  Procedures for the Sale of Miscellaneous  Assets and (IV) Granting
Related Relief (D.I. 80) (the "Brower Declaration");  and upon the arguments and
representations  of counsel  and the other  pleadings  and the entire  record in
these cases,  and for good cause  shown;  and due and  sufficient  notice of the
Motion  and the  Designation  Hearing  having  been  given  and that no other or
further notice need be provided;


                  THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF
FACT AND CONCLUSIONS OF LAW:

         A.       JURISDICTION AND VENUE

                  1. The Court has  jurisdiction  over the Motion pursuant to 28
U.S.C.  ss.ss. 157 and 1334. This is a core proceeding  within the meaning of 28
U.S.C. ss. 157(b)(2)(A),  (N) and (O). Venue of these proceedings and the Motion
in this Court is proper under 28 U.S.C. ss. 1408.

         B.       THE DEBTORS' CHAPTER 11 CASES AND THE MOTION

                  2.  On  the  Petition  Date,  the  Debtors   commenced   their
respective  bankruptcy  cases by filing  voluntary  petitions  for relief  under
chapter 11 of the Bankruptcy  Code. No trustee or examiner has been appointed in
these  cases.  The  Debtors  are  operating  their   respective   businesses  as
debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.

                                       2
<PAGE>

                  3. On October  20,  2006,  the United  States  Trustee for the
District of Delaware  (the "U.S.  Trustee")  appointed an official  committee of
unsecured creditors in these jointly administered cases (the "Committee").

                  4.  On the  Petition  Date,  the  Debtors  filed  the  Hardman
Declaration, which sets forth the events leading up to the Petition Date and the
facts and  circumstances  supporting,  INTER ALIA,  the relief  requested in the
Motion and granted in this Order,  including,  without limitation,  the Debtors'
(a) extensive pre-petition marketing efforts, (b) exploration of other strategic
alternatives and (c) current  financial  crisis,  and is incorporated  into this
Order by reference and made a part hereof.

                  5. On the Petition  Date, the Debtors filed the Motion and the
Court conducted a hearing (the "Initial  Hearing") to consider,  INTER ALIA, the
relief requested in the Motion.  At the Initial Hearing,  the Court approved the
Initial Bidding  Procedures,  subject to the right of any  party-in-interest  to
object to the Initial  Bidding  Procedures on or before October 24, 2006 at 4:00
p.m. (ET) or, in the case of an  statutorily  appointed  committee,  October 27,
2006 at 4:00 p.m. (ET), and be heard at the Designation Hearing.

                  6. On October 16, 2006,  the Court  entered the Order under 11
U.S.C.  ss.ss.  105(a),  363,  365 and 1146  and  Federal  Rules  of  Bankruptcy
Procedure  2002,   6004,  6006  and  9014  (a)  Approving  (i)  Initial  Bidding
Procedures, (ii) Overbidding Procedures, (iii) Auction Procedures, (b) Approving
Notice  Procedures for (i) the  Solicitation  of Bids, (ii) an Auction and (iii)
the Assumption and Assignment of Contracts and Leases;  (c) Scheduling  Hearings
on Approval of (i) Bid Protections  for a Stalking Horse Bidder,  (ii) a Sale or
Sales of  Substantially  All of Debtors'  Assets and (iii)  Miscellaneous  Asset
Sales,  and (c) Granting  Related  Relief  (D.I.  28) (the  "Bidding  Procedures
Order"),  dated October 13, 2006,  which  authorized the Debtors to solicit bids
for the Debtors' Assets as a going concern,  including (a) the Beattie Plant and
all of the operating  assets at that location,  (b) the Delta 3 Plant and all of
the  operating  assets at that  location and (c) any customer  lists,  inventory
backlogs, and other intangibles reflecting the Debtors' value as a going concern
(collectively, the "Operating Assets").

                                       3
<PAGE>

                  7. In  accordance  with the Initial  Bidding  Procedures,  the
Debtors,  through their duly appointed  claims agent in these cases,  Bankruptcy
Services, LLC ("BSI"), served the Bidding Procedures Order and the Notice of (I)
Solicitation of Initial Bids; (II) Initial Bidding Procedures; (III) Initial Bid
Deadline;  (IV)  Designation  Hearing and (V) Related Relief and Dates (D.I. 43)
(the "Sale Notice") upon parties in interest in these cases.

                  8. As evidenced  by the  Affidavit  of Mailing  (D.I.  45) and
Supplemental  Affidavits  of  Mailing  (D.I.  60,  64,  65),  and  based  on the
representations  of counsel at the  Designation  Hearing,  (a)  proper,  timely,
adequate,  and sufficient  notice of the Motion and the Designation  Hearing has
been  provided  in  accordance  with  sections  102,  105,  363  and  365 of the
Bankruptcy  Code and  Bankruptcy  Rules 2002,  6004,  6006 and 9014 and (b) such
notice  was  good  and   sufficient   and   appropriate   under  the  particular
circumstances.

                  9. A reasonable opportunity to object or be heard with respect
to the  Motion and the relief  granted  by this Order has been  afforded  to all
parties in interest in these cases.

                  10. The Debtors have received no objections to the Motion.  In
addition, the GMAC and the Committee consent to the relief requested therein and
granted by this Order.

                  11. On  October  30,  2006,  the  Debtors  filed  the  Hardman
Supplemental  Declaration,  which sets forth facts and circumstances  supporting
the relief requested in the Motion and granted in this Order and is incorporated
into this Order by reference and made a part hereof.

                  12.  On  October  30,  2006,  the  Debtors  filed  the  Brower
Declaration,  which sets forth  facts and  circumstances  supporting  the relief
requested in the Motion and granted in this Order and is incorporated  into this
Order by reference and made a part hereof.

                                       4
<PAGE>

         C.       THE DEBTORS' POST-PETITION MARKETING EFFORTS


                  13. Following the Initial Hearing and the Court's entry of the
Bidding Procedures Order and building upon the Debtors'  extensive  pre-petition
marketing efforts, SBS immediately  contacted nine (9) strategic competitors and
investors to provide those parties  information  about the Operating  Assets and
other Assets of the Debtors. In addition,  SBS contacted eight (8) other parties
who SBS believed may be  interested in  purchasing  significant  portions of the
Debtors' Assets,  regardless of whether that interest might be for the Operating
Assets as a going  concern or fixed assets to be purchased  consistent  with the
run out of the Debtors' business operations, including, without limitation, real
property,  plants, machinery,  equipment and certain inventory and raw materials
to be sold out of the ordinary course of business (the "Fixed Assets").  Six (6)
other  potential   purchasers   contacted  the  Debtors  and/or  SBS  requesting
additional information.

                  14. In all,  eleven (11) potential  purchasers of the Debtors'
Operating  Assets signed  confidentiality  agreements and obtained  access to an
electronic data room established by SBS to provide due diligence on the Debtors'
Assets, operations and historical financial data to potential purchasers.

                  15.  Both  the  Bidding   Procedures  Order  and  Sale  Notice
established a bidding  deadline of October 25, 2006 at 5:00 p.m.  (ET), by which
bids for the Operating  Assets were to be received.  The Debtors did not receive
any timely  bids for the  Operating  Assets  that would  result in a sale of the
Debtors'  Operating  Assets as a going  concern and have not  received  any late
bids.

                                       5
<PAGE>

         D. THE DEBTORS' AND THE BOARDS' DECISION TO PROCEED WITH THE ORO

                  16. The Debtors had hoped  that,  through the Initial  Bidding
Procedures,  the potential  acquirer who  submitted the Second  October 2006 LOI
would  improve upon the Second  October 2006 LOI by: (a)  improving the economic
return to the Debtors' estates such that the transaction  would likely provide a
greater return to the Debtors'  estates than an orderly  run-out of the Debtors'
business,  and (b) providing a definitive  asset  purchase  agreement as a basis
upon which the Debtors and its various stakeholders could evaluate the strategic
purchaser's  offer,  during the early stage of these  cases.  In  addition,  the
Debtors had anticipated  that other  potential  purchasers of some or all of the
Debtors' Operating Assets would submit definitive offers to purchase some or all
of the  Debtors'  Operating  Assets  during the early part of these  cases.  The
Initial Bidding  Procedures were designed to accommodate  such an offer from one
or more  potential  acquirers.  However,  in the absence of any such bids and in
consultation  with the Committee,  the Debtors have determined in their reasoned
business judgment that they cannot continue to operate as a going concern in the
absence of a Stalking  Horse Bid that  contemplates  a purchase of the  Debtors'
Operating Assets as a going concern.

                  17.  Because  the Debtors (a) did not receive any bids for the
Operating  Assets that would result in a sale of the Debtors'  Assets as a going
concern and (b) continue to  experience  deepening  operating  losses that would
accompany any  continuation of the Debtors'  businesses as a going concern,  the
Debtors and the Debtors'  Boards of Directors (the "Boards")  determined,  after
consultation with the Committee,  that, subject to Court approval,  it is in the
best interests of the Debtors,  their estates and creditors and other parties in
interest that the Debtors' businesses continue to be run out (to finish and sell
inventory) and the Assets liquidated in an orderly fashion, and that the Debtors
continue to seek bids for the purchase of the Debtors' Fixed Assets  pursuant to
one or more sale  transactions,  including  bulk  sales of the Fixed  Assets and
sales pursuant to the  Miscellaneous  Sale Procedures (the "ORO").  Accordingly,
the  Debtors  did not  propose  any  Stalking  Horse  Bidders  for the  Debtors'
Operating Assets at the Designation Hearing.


                                       6
<PAGE>

                  18. The Debtors and the Boards have discharged their duties as
debtors-in-possession  with respect to seeking a sale of their Operating  Assets
by  marketing  the  Operating  Assets  diligently,   in  good  faith  and  in  a
commercially  reasonable  manner to secure the  highest and best offer or offers
therefor by,  among other  things,  (a)  complying  with the Bidding  Procedures
Order, (b) contacting and inviting potential  purchasers to meet with management
and the Debtors'  professionals and (c) providing potential  purchasers with the
opportunity  to conduct  extensive  due  diligence.  In  addition,  the  Debtors
delivered the Bidding  Procedures  Order, the Bidding  Procedures,  and the Sale
Notice to each of the entities  that had  expressed an interest in the Operating
Assets prior to the Petition Date.

                  19.  The  speculative  possibility  that  the  Debtors  may be
contacted in the future by a potential purchaser for some or all of the Debtors'
Operating  Assets as a going concern cannot and does not justify the substantial
losses and decline in value of the  Debtors'  Assets that would  result from the
Debtors'  continued  operation as a going concern,  particularly in light of the
extensive  pre-petition  marketing of the Debtors'  business as a going concern.
Under  these  circumstances,  proceeding  with the ORO,  rather  than  continued
marketing  of the  Operating  Assets as a going  concern,  (a) is based on sound
business  justifications  and in the best  interest of the Debtors'  estates and
creditors and (b) will best maximize value of all of the Fixed Assets.

                  20.  The  Debtors  have  received,  in  connection  with their
solicitation of bids for the Operating Assets, a number of preliminary proposals
for the purchase of some or all of the Fixed Assets and anticipate that they may
receive one or more  comprehensive  bids for certain of the Fixed  Assets in the
future. As such, the Debtors have determined to proceed with the ORO, subject to
Court  approval,  including  (a) the Bidding  Procedures,  as  modified  herein,
including  deadlines  for offers to purchase some or all of the Fixed Assets and
new  hearing  dates upon which the  Debtors  may  designate  one or more bids as
stalking  horse bids for such Assets and at which the Debtors may present one or
more  proposed  sales  for  some  or  all  of  the  Fixed  Assets  and  (b)  the
Miscellaneous Sale Procedures.

                                       7
<PAGE>

                  21.   The   Debtors'   proposed   sale  or  sales  of  all  or
substantially  all of the Fixed Assets  through the ORO under section 363 of the
Bankruptcy  Code  outside  the  ordinary  course  of  business  and prior to the
confirmation of a plan of  reorganization  will best maximize value of the Fixed
Assets and is appropriate  under the circumstances of these cases as the Debtors
have exercised  reasonable judgment in the determination to proceed with the ORO
based on: (a) the Debtors' demonstrated sound business purposes that justify the
ORO; (b) the accurate and  reasonable  notice that has been and will be provided
to interested persons;  (c) the assurance of a fair price being obtained for the
Fixed  Assets  based on the  Debtor's  extensive  marketing  efforts  prior  and
subsequent  to the  Petition  Date and the notice  being  provided to parties in
interest; and (d) the Debtors' good faith.

                  IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

                  A. The findings of fact entered above and the  conclusions  of
law stated herein shall  constitute the Court's findings of fact and conclusions
of law pursuant to Bankruptcy  Rule 7052,  made  applicable  to this  proceeding
pursuant to  Bankruptcy  Rule 9014. To the extent that any finding of fact shall
later be determined to be a conclusion of law, it shall be so deemed, and to the
extent that any  conclusion  of law shall later be determined to be a finding of
fact, it shall be so deemed.


                                       8
<PAGE>
                  B. The Motion,  to  the  extent  set  forth herein,  is hereby
GRANTED.

         I. Approval of and Authorization of the Debtors to Proceed with the ORO
         -----------------------------------------------------------------------

                  C. The ORO is hereby  approved and the Debtors are  authorized
and  empowered to continue to perform the ORO in such manner as the Debtors,  in
their  sole  discretion  and as  set  forth  herein,  determine  is in the  best
interests of their estates.

         II. Approval of the Bidding  Procedures in Connection with Bulk Sale OF
SOME OR ALL OF THE FIXED ASSETS
--------------------------------------------------------------------------------

                  D. APPROVAL OF THE BIDDING PROCEDURES. The Bidding Procedures,
attached as EXHIBIT 1 hereto,  for  conducting  a sale or sales by auction  (the
"Auction")  of some or all of the Fixed Assets are hereby  authorized,  approved
and made part of this Order as if fully set forth herein.

                  E. CONSIDERATION OF BIDS.  Subject to the final  determination
of this Court, the Debtors are authorized to (a) determine, in consultation with
the Committee,  which of the Initial Bids, the Overbids  submitted  prior to the
Auction and the bids made at the Auction is the highest or otherwise  best offer
at each  stage of these  procedures,  and (b)  properly  reject any and all bids
that, in the Debtors'  discretion,  in consultation with the Committee,  are (i)
inadequate or insufficient,  (ii) not in conformity with the requirements of the
Bankruptcy  Code, or the terms and  conditions of the Sale, or (iii) contrary to
the best interests of the Debtors, their estates and creditors.

                  F. THE SECOND  DESIGNATION  HEARING.  On NOVEMBER  30, 2006 AT
11:00 A.M. (ET) or as soon  thereafter as counsel may be heard,  the Court shall
hold  a  hearing  (the  "Second  Designation   Hearing")  before  the  Honorable
Christopher S. Sontchi,  United States  Bankruptcy  Judge,  in the United States
Bankruptcy  Court for the District of Delaware,  824 Market  Street,  5th Floor,
Courtroom  6,   Wilmington,   Delaware  19801,  to  consider  (i)  the  proposed
designation of one or more of the Initial Bids as a Stalking Horse Bid, and (ii)
the  awarding of the Bid  Protections  to the  Stalking  Horse Bidder or Bidders
chosen by the Debtors, in consultation with the Committee.

                                       9
<PAGE>

                  G. THE SALE  HEARING.  On DECEMBER 15, 2006 AT 11:00 A.M. (ET)
or as soon  thereafter  as counsel may be heard,  the Sale  Hearing will be held
before the Honorable Christopher S. Sontchi,  United States Bankruptcy Judge, in
the United  States  Bankruptcy  Court for the District of  Delaware,  824 Market
Street,  5th Floor,  Courtroom 6,  Wilmington,  Delaware  19801, to consider the
issuance and entry of an order, INTER ALIA,  approving the Sale or Sales of some
or all of the Fixed Assets. The Debtors may adjourn the Sale Hearing one or more
times without  further notice by making an  announcement in open Court or by the
filing of a hearing agenda announcing the adjournment.

                  H.  THE  SECOND  SALE  NOTICE.  A  notice  (the  "Second  Sale
Notice"),  in substantially  the same form as the Sale Notice,  is sufficient to
provide  effective  notice of the Bidding  Procedures,  the Auction and the Sale
Hearing to all interested  parties,  pursuant to Bankruptcy Rules 2002(a)(2) and
6004(a), and is hereby approved.

                  I.  SERVICE OF THE ORDER AND THE SECOND  SALE  NOTICE.  Within
four (4)  business  days after  entry of this Order (the  "Mailing  Date"),  the
Debtors  will serve this Order and the Second Sale Notice by first class mail or
hand delivery upon: (i) the U.S. Trustee, (ii) counsel for the Committee,  (iii)
counsel  for GMAC and (iv)  each  person  or  entity  that has filed a notice of
appearance in these cases pursuant to Bankruptcy  Rule 2002  (collectively,  the
"Service  Parties").  Additionally,  the Debtors will forward courtesy copies of
the this Order and the Second Sale Notice to all  entities  known to the Debtors
who have expressed an interest in a transaction with respect to the Fixed Assets
or that the Debtors believe may have such an interest.

                                       10
<PAGE>

                  J. SERVICE OF THE SECOND SALE NOTICE. On or before the Mailing
Date,  the Debtors will serve the Second Sale Notice by first class mail or hand
delivery  upon: (i) all entities known to the Debtors who have asserted any lien
in,  to or  against  the  Assets;  (ii) all  known or  reasonably  ascertainable
federal,  state, and local regulatory  authorities  with  jurisdiction  over the
Debtors,  (iii) all known or  reasonably  ascertainable  taxing  authorities  or
recording  offices  which  have  a  reasonably  known  interest  in  the  relief
requested;  (iv) all insurers,  and (v) each known  counter-party to each of the
Leases and  Contracts.  The  Debtors may in their  discretion,  but shall not be
required, to serve the Second Sale Notice on any other known parties-in-interest
in these bankruptcy cases.

                  K. SERVICE OF THE STALKING HORSE NOTICE. In the event that the
Debtors  select a Stalking  Horse Bidder,  the Debtors,  on the Initial  Bidding
Deadline,  or as  soon  as  possible  thereafter,  will  give  notice  of  their
selection,  and will  attach,  as an exhibit,  the Stalking  Horse  Agreement(s)
("Stalking Horse Notice"). The Debtors will provide the Stalking Horse Notice to
(i)  the  Service  Parties,   (ii)  the  Initial   Bidders,   (iii)  each  known
counter-party to each of the Leases and Contracts and (iv) parties,  if any, who
have filed an objection to the Motion.

                  L.  THE  CURE  AMOUNT  NOTICE.  The  Cure  Amount  Notice,  in
substantially the same form as annexed to the Motion as EXHIBIT B, is sufficient
to provide  effective notice of the Debtors' intent to assume and assign some or
all of  the  Leases  and  Contracts  to  all  interested  parties,  pursuant  to
Bankruptcy Rules 2002(a)(2), 6004(a) and 6006(c), and is hereby approved.

                                       11
<PAGE>

                  M. SERVICE OF THE CURE AMOUNT NOTICE. On or before the Mailing
Date, the Debtors shall serve the Cure Amount Notice by first class mail or hand
delivery upon: (i) the Service Parties and (ii) each known counter-party to each
of the Leases and  Contracts.  Additionally,  the Debtors will forward  courtesy
copies of the Cure Amount  Notice to all entities  known to the Debtors who have
expressed an interest in a transaction  with respect to the Fixed Assets or that
the Debtors believe may have such an interest.

                  N. THE  OBJECTION  DEADLINE.  Except to the extent such relief
has already been  granted by prior order of this Court,  all  objections  to the
relief requested in the Motion (including,  without limitation, any objection to
the assumption and assignment of any Lease and Contract or the Cure Amount under
any Lease or Contract,  but excluding any objection to the provision of adequate
assurance of future  performance under any Contract or Lease pursuant to section
365(b)(1)(C) of the Bankruptcy Code ("Adequate Assurance"),  which can be raised
up to and at the Sale Hearing) must: (a) be in writing; (b) be signed by counsel
or  attested  to by the  objecting  party;  (c) be filed  with the  Clerk of the
Bankruptcy  Court,  824 Market Street,  Wilmington,  Delaware 19801 on or before
DECEMBER 8, 2006 AT 4:00 P.M. (ET) (the "Objection Deadline"); and (d) be served
so as to be  received  on or before  the  Objection  Deadline  by the  following
(collectively, the "Objection Notice Parties"):

                           (i)      THE  DEBTORS.  Delta  Mills,  Inc. and Delta
                                    Mills  Marketing,   Inc.,  700  North  Woods
                                    Drive,  Fountain Inn,  South  Carolina 29644
                                    (Att'n.: William H. Hardman, Jr.);


                           (ii)     PROPOSED BANKRUPTCY COUNSEL FOR THE DEBTORS.
                                    Rayburn Cooper & Durham, P.A., The Carillon,
                                    227   West   Trade   Street,   Suite   1200,
                                    Charlotte,  North Carolina 28202 (Att'n.: C.
                                    Richard  Rayburn,  Jr.,  Esq.)  and  Morris,
                                    Nichols,  Arsht & Tunnell,  LLP,  1201 North
                                    Market  Street,  P.O. Box 1347,  Wilmington,
                                    Delaware  19899-1347   (Att'n.:   Robert  J.
                                    Dehney, Esq.);


                          (iii)     COUNSEL  FOR  GMAC.  Otterbourg,  Steindler,
                                    Houston & Rosen,  P.C., 230 Park Avenue, New
                                    York,   New   York    10169-0075    (Att'n.:
                                    Jonathan N. Helfat, Esq.);

                                       12
<PAGE>


                           (iv)     PROPOSED COUNSEL FOR THE COMMITTEE.  Stroock
                                    &  Stroock & Lavan,  180  Maiden  Lane,  New
                                    York,   New   York    10038-4982    (Att'n.:
                                    Christopher  R. Donoho III,  Esq.) and Cozen
                                    O'Connor,  1201 North Market  Street,  Suite
                                    1400,  Wilmington,  Delaware  19801 (Att'n.:
                                    Mark E. Felger, Esq.);

                           (iv)     PROPOSED  SPECIAL  COUNSEL FOR THE  DEBTORS.
                                    Wyche,  Burgess,  Freeman & Parham, P.A., 44
                                    East  Camperdown  Way,   Greenville,   South
                                    Carolina  29601  (Att'n.:  Eric B.  Amstutz,
                                    Esq.);

                            (v)     PROPOSED  FINANCIAL ADVISORS TO THE DEBTORS.
                                    FTI   Consulting,   Inc.,  401  North  Tryon
                                    Street,  Suite 1000, 10th Floor,  Charlotte,
                                    North  Carolina  28202  (Att'n.:  William J.
                                    Nolan); and

                           (vi)     PROPOSED  INVESTMENT BANKER FOR THE DEBTORS.
                                    Soles Brower Smith & Co., First Union tower,
                                    Suite   925,   300  North   Greene   Street,
                                    Greensboro,    North   Carolina   27401-2167
                                    (Att'n.: Joseph M. Brower).

The foregoing  requirements are collectively  referred to herein as the "General
Objection Procedures." Only those objections made in compliance with the General
Objection  Procedures  will be considered by the Court at the Sale Hearing.  The
failure  of any  objecting  person  or  entity  to file  its  objections  by the
Objection Deadline and in accordance with the General Objection  Procedures will
be a bar to the assertion,  at the Sale Hearing or thereafter,  of any objection
(including  the sale of Assets and  assumption  and assignment of the Leases and
Contracts free and clear of Liens).

                  O. THE ASSIGNED CONTRACT OBJECTION PROCEDURES.  All objections
to the assumption and  assignment of any Contract or Lease,  including,  without
limitation,  any objection to the Debtors' proposed Cure Amount or the provision
of Adequate  Assurance must: (i) comply with the General  Objection  Procedures;
(ii)  identify  the Lease or  Contract to which the  objector is a party;  (iii)
describe with  particularity  any cure the claimant  contends is required  under
section 365 of the Bankruptcy Code (the "Cure Claim") and identify the basis(es)
of the alleged Cure Claim under the Lease or Contract; (iv) attach all documents
supporting or  evidencing  the Cure Claim;  and (v) if the response  contains an
objection to Adequate Assurance, state with specificity what the objecting party
believes  is  required  to provide  Adequate  Assurance  (collectively  with the
General Objection Procedures, the "Assigned Contract Objection Procedures").

                                       13
<PAGE>

                  P.  FAILURE  TO  OBJECT  PURSUANT  TO  THE  ASSIGNED  CONTRACT
OBJECTION PROCEDURES. If no objection is timely and properly filed and served in
accordance with the Assigned Contract Objection Procedures,  (i) the Cure Amount
set  forth in the  Cure  Amount  Notice  shall  be  controlling  notwithstanding
anything to the  contrary in any Lease or  Contract  or other  document  and the
non-debtor party to the Lease or Contract shall be forever barred from asserting
any other claim arising prior to the assignment against the Debtors or Purchaser
as to such  Lease  or  Contract  if it is an  Assigned  Contract  and  (ii)  the
Purchaser's  promise  to  perform  under the Lease or  Contract  shall be deemed
Adequate  Assurance  under the Lease or  Contract.  To the  extent  the  Debtors
dispute any Cure Claim, such dispute shall be presented to the Court at the Sale
Hearing,  or such later date and time as the Debtors and the  objector may agree
or the Court may order.

                  Q. THE DEBTORS' REPLY TO OBJECTIONS.  In the event one or more
objections  to the relief  requested  in the Motion is filed,  the  Debtors  are
authorized,  pursuant to Local Bankruptcy Rule 9006-1(d), to file a consolidated
reply to such objection(s) on or before NOON (ET) ON DECEMBER 14, 2006.

         III.     APPROVAL OF THE MISCELLANEOUS SALE PROCEDURES

                  R. The Miscellaneous Sale Procedures,  as modified herein, are
hereby authorized and approved, as follows:

                                       14
<PAGE>

                  (i)      Notwithstanding  the  foregoing  with  respect to the
                           Bidding Procedures, the Miscellaneous Sale Procedures
                           will apply to sale  transactions  involving,  in each
                           case,  the  transfer  of  $100,000  or less in  total
                           consideration,  as measured by the amount of cash and
                           other  consideration to be received by the Debtors on
                           account  of  the  Miscellaneous  Assets  to be  sold;
                           PROVIDED,   HOWEVER,   that  the   Debtors   may  not
                           consummate  a Proposed  Miscellaneous  Asset Sale (as
                           defined  below)  if  the  total  consideration  to be
                           received  by the  Debtors in such  transaction,  when
                           aggregated with the total  consideration  received by
                           the  Debtors in other sales of  Miscellaneous  Assets
                           consummated with the same person or entity or a group
                           of  purchasers  including  the same person or entity,
                           would exceed $500,000.  The Debtors will be permitted
                           to sell  Miscellaneous  Assets that are encumbered by
                           liens,  claims,  encumbrances or other interests only
                           if those  liens and other  interests  are  capable of
                           monetary  satisfaction  or the holders of those liens
                           and interests consent to the sale.


                  (ii)     Any proceeds  realized from the sale of Miscellaneous
                           Assets pursuant to the Miscellaneous  Sale Procedures
                           will be applied in accordance  with the  requirements
                           set  forth in the  Debtors'  post-petition  financing
                           arrangements,      applicable      bankruptcy     and
                           non-bankruptcy  law and any  relevant  orders of this
                           Court.


                  (iii)    After the Debtors  enter into a contract or contracts
                           contemplating  a  transaction  that is subject to the
                           Miscellaneous    Sale    Procedures    (a   "Proposed
                           Miscellaneous  Asset Sale"),  the Debtors will file a
                           notice of the  Proposed  Miscellaneous  Asset Sale (a
                           "Proposed  Miscellaneous Asset Sale Notice") with the
                           Court and serve the  Miscellaneous  Asset Sale Notice
                           by overnight  delivery or telecopier  on: (a) counsel
                           for GMAC; (b) counsel for the Committee; (c) the U.S.
                           Trustee;  (d) all known parties  holding or asserting
                           liens  on or  other  interests  in the  Miscellaneous
                           Assets   that  are  the   subject  of  the   Proposed
                           Miscellaneous Asset Sale and their respective counsel
                           if known;  and (e) each  person  or  entity  that has
                           filed a notice of appearance in these cases  pursuant
                           to   Bankruptcy   Rule   2002,   (collectively,   the
                           "Interested Parties").


                  (iv)     The Miscellaneous  Asset Sale Notice will include the
                           following  information  with  respect to the Proposed
                           Miscellaneous Asset Sale:

                           o        a description  of the  Miscellaneous  Assets
                                    that  are  the   subject  of  the   Proposed
                                    Miscellaneous Asset Sale;


                                       15
<PAGE>

                           o        the  identity  of the  non-debtor  party  or
                                    parties to the Proposed  Miscellaneous Asset
                                    Sale and any  relationships  of the party or
                                    parties with the Debtors;

                           o        the major  economic  terms and conditions of
                                    the Proposed  Miscellaneous  Asset  Sale;(3)
                                    and

                           o        instructions   consistent   with  the  terms
                                    described  below regarding the procedures to
                                    assert    objections    to   the    Proposed
                                    Miscellaneous Asset Sale ("Objections").

                  (v)      Interested  Parties will have five (5) business  days
                           (the  "Notice  Period")  to  object  to the  Proposed
                           Miscellaneous  Asset Sale  pursuant to the  objection
                           procedures  described  below.  If no  Objections  are
                           properly  asserted  prior  to the  expiration  of the
                           Notice  Period,   the  Debtors  will  be  authorized,
                           without  further  notice and  without  further  Court
                           approval,  to consummate  the Proposed  Miscellaneous
                           Asset   Sale  in   accordance   with  the  terms  and
                           conditions of the underlying agreement or agreements.
                           Upon the  expiration of the Notice Period without the
                           assertion   of   any    Objections,    the   Proposed
                           Miscellaneous  Asset  Sale will be  deemed  final and
                           fully authorized by the Court.


                  (vi)     If  any  material   economic   terms  of  a  Proposed
                           Miscellaneous    Asset   Sale   are   amended   after
                           transmittal of the  Miscellaneous  Asset Sale Notice,
                           but prior to the expiration of the Notice Period, the
                           Debtors must send a revised  Miscellaneous Asset Sale
                           Notice  to  all  Interested  Parties  describing  the
                           Proposed  Miscellaneous  Asset Sale, as amended. If a
                           revised  Miscellaneous Asset Sale Notice is required,
                           the  Notice   Period  will  be  extended   until  the
                           expiration of three (3) business  days  following the
                           date of  transmittal  of such  revised  Miscellaneous
                           Asset Sale Notice.


                  (vii)    Any Objections to a Proposed Miscellaneous Asset Sale
                           must be in  writing,  filed with the Court and served
                           on the Interested  Parties and counsel to the Debtors
                           so as to be  received  prior  to  expiration  of  the
                           Notice   Period.   Each  Objection  must  state  with
                           specificity  the  grounds  for the  Objection.  If an
                           Objection to a Proposed  Miscellaneous  Asset Sale is
                           properly filed and served, the Proposed Miscellaneous
                           Asset Sale may not proceed  absent (a)  withdrawal of
                           the  Objection,  (b)  entry of an order of the  Court
                           specifically  approving  the  Proposed  Miscellaneous
                           Asset Sale or (c) the  submission  of a Consent Order
                           (defined  below) in  accordance  with the  procedures
                           described below.
-----------------
(3)      This information may be provided by attaching the applicable  agreement
         or agreements to the Miscellaneous Asset Sale Notice.

                                       16
<PAGE>


                  (viii)   Any Objections  may be resolved  without a hearing by
                           an order of the Court submitted on a consensual basis
                           by the  Debtors and the  objecting  party (a "Consent
                           Order");  PROVIDED,  HOWEVER,  that  if any  material
                           economic  terms of the Proposed  Miscellaneous  Asset
                           Sale are modified by the Consent  Order,  the Debtors
                           must,  prior to submission of the Consent Order,  (a)
                           provide  the   Interested   Parties  with  three  (3)
                           business  days' prior notice of the Consent Order and
                           an  opportunity to object to the terms of the Consent
                           Order by  providing a written  statement of objection
                           to the Debtors'  counsel and (b) certify to the Court
                           that (i) such notice was given and (ii) no Interested
                           Party asserted an objection to the Consent Order.  If
                           an Objection  is not resolved on a consensual  basis,
                           the Debtors or the  objecting  party may schedule the
                           Proposed  Miscellaneous  Asset Sale and the Objection
                           for  hearing at the next  available  omnibus  hearing
                           date in this  case by  giving  at least two (2) days'
                           written   notice  of  the  hearing  to  each  of  the
                           Interested Parties.


                  S. DE MINIMIS  SALES.  Notwithstanding  the notice  procedures
described above, for any asset sale transactions  involving the transfer of less
than $10,000 in total consideration (a "De Minimis Sale"), to which GMAC and the
Committee have consented, the Debtor shall be authorized,  without following the
notice procedures otherwise required under the Miscellaneous Sale Procedures and
without further notice and further Court approval,  to consummate the De Minimis
Sale, and such De Minimis Sale shall be deemed final and fully authorized by the
Court; PROVIDED,  HOWEVER, that the Debtors may not consummate a De Minimis Sale
if the total  consideration  to be received by the Debtors in such  transaction,
when aggregated with the total consideration received by the Debtors in other De
Minimis  Sales  consummated  with  the  same  person  or  entity  or a group  of
purchasers  including  the same person or entity,  would exceed  $100,000.  Upon
reasonable  request by an  Interested  Party,  the Debtor  will  provide to such
Interested  Party and/or counsel for such  Interested  Party, if known, a report
itemizing  the assets sold and  consideration  received for each De Minimis Sale
consummated.

                                       17
<PAGE>

                  T. NO  REPRESENTATIONS  OR  WARRANTIES.  All buyers shall take
assets  sold by the Debtor  pursuant to the  Miscellaneous  Sale  Procedures  or
through a De Minimis Sale "as is" and "where is," without any representations or
warranties  from the Debtor as to the  quality  or  fitness  of such  assets for
either their intended or any particular purposes.

                  U. FREE AND CLEAR.  All buyers  shall take  assets sold by the
Debtor  pursuant to the  Miscellaneous  Sale Procedures and through a De Minimis
Sale free and clear of liens, claims, encumbrances and other interests, pursuant
to section 363(f) of the Bankruptcy Code. All such liens,  claims,  encumbrances
and other interests shall attach to the proceeds of the sale.

                  V. The  Debtors  are  authorized  and  empowered  to take such
steps,  expend such sums of money,  and do such other things as may be necessary
and appropriate to implement and effect the terms and  requirements  established
by this Order.

                  W. This  Court  shall  retain  jurisdiction  over all  matters
arising out of or related to this Order.

                  X. This Order shall be effective and enforceable  immediately.
The  provisions of Bankruptcy  Rule 6004(g)  staying the  effectiveness  of this
Order for ten (10) days are hereby  waived,  and this Order shall be  effective,
and the Debtors may act in accordance with this Order, immediately upon entry of
this Order.

Dated:   Wilmington, Delaware
         OCTOBER 31, 2006

                                            /S/  CHRISTOPHER S. SONTCHI
                                            ---------------------------
                                            THE HONORABLE CHRISTOPHER S. SONTCHI
                                            UNITED STATES BANKRUPTCY JUDGE

                                       18
<PAGE>



                                    EXHIBIT 1
                               BIDDING PROCEDURES



                                       19
<PAGE>

                               BIDDING PROCEDURES
                  Pursuant to the prefixed Order Under 11 U.S.C. ss.ss.  105(a),
363 and 365 and Federal Rules of Bankruptcy  ProcedURE 2002, 6004, 6006 and 9014
(I) Approving and  Authorizing the Debtors to Proceed with an Orderly Run-Out of
the Debtors' Business; (II) Approving Procedures for the Sale or Sales of All or
Substantially All of the Debtors' Fixed Assets;  (III)  Establishing  Procedures
for the Sale of  Miscellaneous  Assets;  and (IV) Granting  Related  Relief (the
"Sale  Procedures  Order"),(4)  the following  bidding  procedures (the "Bidding
Procedures"),  including the initial bidding  procedures  (the "Initial  Bidding
Procedures")  and the  overbidding  procedures (the  "Overbidding  Procedures"),
shall govern the sale (the "Sale") and competitive bidding process applicable to
the sale of all or substantially all of the fixed assets (the "Assets") of Delta
Mills, Inc. and Delta Mills Marketing,  Inc., debtors and  debtors-in-possession
(the "Debtors"):


I.       SALE NOTICE

                  Upon the  approval of these  Bidding  Procedures,  the Debtors
will distribute  copies of the Sale Procedures  Order and the Sale Notice as set
forth in the Sale  Procedures  Order.  The Debtors will distribute a copy of the
Sale Notice and the Sale  Procedures  Order to all parties who the Debtors  have
determined,  in their discretion,  qualify as a potential  stalking horse bidder
based  primarily  upon likely  interest in the Assets and  financial  ability to
consummate the Sale (the "Qualified  Parties").  The Debtors will provide a form
asset purchase  agreement (the "Form Purchase  Agreement")  upon request to such
parties.


II.      BID DEADLINE AND REQUIREMENTS FOR INITIAL BIDS


                  An Initial  Bid must be  submitted  on or before  the  Initial
Bidding Deadline which is 5:00 P.M. EASTERN STANDARD TIME, ON NOVEMBER 21, 2006,
via electronic mail, to the following:

         (i)      William H. Hardman,  Jr.,  Delta Mills,  Inc., and Delta Mills
                  Marketing, Inc., at BILL.HARDMAN@DELTAMILLS.COM;

         (ii)     C. Richard Rayburn,  Jr., Esq., Rayburn Cooper & Durham, P.A.,
                  at RRAYBURN@RCDLAW.NET;

         (iii)    Robert J. Dehney, Esq., Morris, Nichols, Arsht & Tunnell, LLP,
                  at RDEHNEY@MNAT.COM;

         (iv)     Jonathan N.  Helfat,  Esq.,  Otterburg,  Steindler,  Houston &
                  Rosen, P.C., at JHELFAT@OSHR.COM;
---------------------------
(1)      Capitalized  terms used, but not otherwise  defined,  herein shall have
         the meanings ascribed to such terms in the Sale Procedures Order.


                                       20
<PAGE>

         (v)      Christopher  R. Donoho III,  Esq.,  Stroock,  Stroock & Lavan,
                  LLP, at CDONOHO@STROOCK.COM;

         (vi)     Eric B. Amstutz,  Esq., Wyche Burgess Freeman & Parham,  P.A.,
                  at EAMSTUTZ@WYCHE.COM;

         (vii)    William    F.    Nolan,     FTI    Consulting,     Inc.,    at
                  WILLIAM.NOLAN@FTICONSULTING.COM; and


         (viii)   Joseph   M.   Brower,   Brower   Soles  &  Smith  &  Co.,   at
                  JBROWER@SOLESBROWER.COM.


III. DUE DILIGENCE AND OTHER CONSIDERATIONS


                  Upon  execution  of a  confidentiality  agreement  in form and
substance  acceptable to the Debtors, the Debtors will provide reasonable access
to its books,  records and  executives  to bidders for the purpose of conducting
due  diligence  prior  to the  Auction  (unless  extended  by the  Debtors).  By
participating  in the Auction,  all Qualified  Parties are deemed to acknowledge
that they have had  sufficient  and  reasonable  access to the  Debtors'  books,
records  and  executives  for the  purposes  of  conducting  due  diligence  and
opportunity to conduct such due diligence.

                  All  Initial  Bids  shall  remain  open  and  be  irrevocable,
notwithstanding the Bankruptcy Court's approval of the Sale of the Assets, until
the earlier of the end of the second  business day  following the closing of the
transaction  and sixty (60) days after the Sale Hearing.  All Qualified  Parties
who submit an Initial Bid shall be deemed to have read, understood, consented to
and agreed to be bound by the provisions of the Sale Procedures  Order and these
Bidding Procedures.

IV.      DETERMINATION OF QUALIFIED BID STATUS

                  To  qualify  as an Initial  Bid,  the bid must,  at a minimum,
comply with the following requirements:

                  (i)      The  Initial  Bid  must be  received  by the  Initial
                           Bidding Deadline;

                  (ii)     The Initial Bid must be in writing and include a copy
                           of the Form Purchase Agreement  marked-up to show any
                           revisions   required  by  the   Qualified   Party  to
                           consummate  the proposed sale,  which  marked-up Form
                           Purchase  Agreement  must be  acceptable  in form and
                           substance to the Debtors, shall include a schedule of
                           Assigned Contracts and the particular Assets proposed
                           to  be  acquired  thereunder,  and  otherwise  be  in
                           compliance  with the  requirements  of the Bankruptcy
                           Code and applicable orders of this Court; THE DEBTORS
                           WILL CONSIDER BIDS FOR SOME OR ALL OF THE ASSETS;

                                       21
<PAGE>

                  (iii)    The Initial Bid must clearly  state the range of cash
                           consideration,  in U.S.  dollars,  that the Bidder is
                           prepared  to pay for any or all of the  Assets.  Only
                           cash consideration will be evaluated; the utilization
                           of notes or other instruments to make up a portion of
                           the consideration will be evaluated as providing zero
                           value to the Debtors;

                  (iv)     The  Initial  Bid must be  accompanied  by  copies of
                           financial  statements,  letters of credit  and/or any
                           other documents or evidence  reasonably  satisfactory
                           to the Debtors  demonstrating the Bidder's ability to
                           consummate the  contemplated  transaction,  including
                           future  performance under the Assumed  Contracts,  if
                           any;

                  (v)      The Initial Bid must not be conditioned on a Bidder's
                           ability to obtain financing;

                  (vi)     The  Initial  Bid  must  not  be  conditioned  on the
                           outcome of the due diligence by such Bidder;

                  (vii)    The Initial Bid must be  accompanied  by  information
                           and assurances  satisfactory  to the Debtors that the
                           Bidder can obtain all  required  consents,  approvals
                           and  licenses  to fulfill the terms,  conditions  and
                           obligations under any and all related agreements;

                  (viii)   The Initial Bid must be  accompanied by the provision
                           of a  certified  or bank  check,  wire  transfer,  or
                           letter of credit reasonably acceptable to the Debtors
                           in the  amount of at least  10% of the  amount of the
                           Initial  Bid as a good faith  deposit,  to be held in
                           escrow and  credited  to the  closing  payment if the
                           Bidder is ultimately  determined to be the Successful
                           Bidder (as  defined  below) or to be  returned to the
                           bidder  otherwise  except as  otherwise  provided  in
                           these Bidding Procedures (the "Good Faith Deposit");

                  (ix)     The Initial Bid must state that it has been  approved
                           (subject  to  stated  conditions)  by any,  and  all,
                           governing  bodies  or  investors   (e.g.,   board  of
                           directors or minority partners); and

                  (x)      The  Initial  Bid must  state  that it is made by the
                           principals  of the  Bidder,  and  not  by any  person
                           acting as agent for another,  whether the  principals
                           are disclosed or undisclosed;  however,  a Bidder may
                           appoint  a  representative  to act on its  behalf  in
                           connection with the Initial Bid.

                                       22
<PAGE>

V.       SELECTION OF A STALKING HORSE BID

                  Following  the  Initial  Bidding  Deadline,  the  Debtors,  in
consultation  with the  Committee,  may elect to  establish a  "stalking  horse"
bidder or bidders (the  "Stalking  Horse Bidder or Bidders") by executing  asset
purchase  agreements  with such bidders  (each, a "Stalking  Horse  Agreement").
Initial Bids that are considered for designation as a Stalking Horse Bid will be
evaluated  on the basis of (i) the  indicated  purchase  price  range,  (ii) the
Bidder's  financial  capacity to  consummate  a  transaction  if selected as the
Stalking  Horse Bidder,  (iii) the extent and type of requested  changes to Form
Purchase  Agreement,  (iv) the Bidder's ability to expeditiously  consummate the
transaction if selected as a Stalking Horse Bidder, and (v) other factors deemed
appropriate in the Debtors' discretion, in consultation with the Committee.

                  The  Debtors  will  submit  any such  choice or choices to the
Court for approval at the Second  Designation  Hearing on NOVEMBER 30, 2006,  AT
11:00  A.M.  (ET) or at such  other  time as the Court  permits.  At the  Second
Designation  Hearing,  the  Debtors  will  also  request  the  approval  the Bid
Protections set forth below.

VI.      OVERBIDDING PROCEDURES

                  Within two (2) days after the approval of the  Stalking  Horse
Bidder  or  Bidders  at  the  Second  Designation  Hearing,  the  Debtors  shall
distribute  a notice of the  Auction,  along with a copy of any  Stalking  Horse
Agreements,  to all other parties  having  submitted  Initial Bids and any other
parties who, in the Debtors'  discretion,  may be interested in participating in
the  Auction.  During the  overbidding  period,  the Debtors  will  consider any
qualifying  bids  that are  higher  and  better  than the  relevant  bids of the
Stalking Horse Bidders (each, an "Overbid").  Ultimate  approval of the Stalking
Horse  Agreements,  if any,  will be subject to the  Debtors'  consideration  of
qualified Overbids.

                  The Debtors propose the following requirements for a Bidder to
submit an "Overbid":

a.       BID DEADLINE AND REQUIREMENTS FOR OVERBIDS

                           An Overbid must be submitted on or before the OVERBID
                           DEADLINE,  WHICH IS 5:00 P.M.  (ET),  ON DECEMBER 11,
                           2006, via electronic mail, to the following:

                           (i)      William H. Hardman,  Jr., Delta Mills, Inc.,
                                    and  Delta   Mills   Marketing,   Inc.,   at
                                    BILL.HARDMAN@DELTAMILLS.COM;

                           (ii)     C.  Richard  Rayburn,   Jr.,  Esq.,  Rayburn
                                    Cooper     &      Durham,      P.A.,      at
                                    RRAYBURN@RCDLAW.NET;

                                       23
<PAGE>

                           (iii)    Robert J.  Dehney,  Esq.,  Morris,  Nichols,
                                    Arsht & Tunnell, LLP, at RDEHNEY@MNAT.COM;

                           (iv)     Jonathan   N.   Helfat,   Esq.,   Otterburg,
                                    Steindler,   Houston  &  Rosen,   P.C.,   at
                                    JHELFAT@OSHR.COM;

                           (v)      Christopher  R. Donoho III,  Esq.,  Stroock,
                                    Stroock      &      Lavan,      LLP,      at
                                    CDONOHO@STROOCK.COM;

                           (vi)     Eric B. Amstutz, Esq., Wyche Burgess Freeman
                                    & Parham, P.A., at EAMSTUTZ@WYCHE.COM;

                           (vii)    William F. Nolan,  FTI Consulting,  Inc., at
                                    WILLIAM.NOLAN@FTICONSULTING.COM; and

                           (viii)   Joseph  M.  Brower,  Brower  Soles & Smith &
                                    Co., at JBROWER@SOLESBROWER.COM.

                  b.       REQUIRED TERMS

                  An Overbid  must,  at a  minimum,  comply  with the  following
                  requirements:

                  (i)      The Overbid must be received by the Overbid Deadline;

                  (ii)     The  Overbid  must  clearly  state the amount of cash
                           consideration,  in U.S.  dollars,  that the Bidder is
                           prepared  to pay  for  any or all of the  Assets  and
                           shall include cash  consideration  over and above the
                           Purchase  Price   specified  in  the  Stalking  Horse
                           Agreement  plus  the  amount  of the Bid  Protections
                           (which is  discussed in greater  detail  below) in an
                           amount  to  be   determined   by  the   Debtors,   in
                           consultation  with the  Committee,  and  announced as
                           soon  as  reasonably  practicable  after  the  Second
                           Designation Hearing.  Only cash consideration will be
                           evaluated;   the   utilization   of  notes  or  other
                           instruments to make up a portion of the consideration
                           will be  evaluated  as  providing  zero  value to the
                           Debtors;

                  (iii)    The Overbid  must be in writing and include a copy of
                           the  relevant  Stalking  Horse  Agreement  as a form,
                           marked-up  to  show  any  revisions  required  by the
                           Qualified  Party to consummate the Sale (a "Competing
                           APA"), which Competing APA must be acceptable in form
                           and  substance  to  the  Debtors,   shall  include  a
                           schedule of  Assigned  Contracts  and the  particular
                           Assets  proposed  to  be  acquired  thereunder,   and
                           otherwise be in compliance  with the  requirements of
                           the  Bankruptcy  Code and  applicable  orders of this
                           Court; THE DEBTORS WILL CONSIDER BIDS FOR SOME OR ALL
                           OF THE ASSETS;

                                       24
<PAGE>

                  (iv)     The  Overbid  must  be   accompanied   by  copies  of
                           financial  statements,  letters of credit  and/or any
                           other documents or evidence  reasonably  satisfactory
                           to the Debtors  demonstrating the Bidder's ability to
                           consummate the  contemplated  transaction,  including
                           future  performance under the Assumed  Contracts,  if
                           any;

                  (v)      The  Overbid  must not be  conditioned  on a Bidder's
                           ability to obtain financing;

                  (vi)     The Overbid must not be conditioned on the outcome of
                           the due diligence by such Bidder;

                  (vii)    The Overbid must be accompanied  by  information  and
                           assurances  satisfactory  to  the  Debtors  that  the
                           Bidder can obtain all  required  consents,  approvals
                           and  licenses  to fulfill the terms,  conditions  and
                           obligations under any and all related agreements;

                  (viii)   Unless already provided pursuant to Section IV above,
                           the Overbid must be accompanied by the provision of a
                           certified or bank check, wire transfer,  or letter of
                           credit  reasonably  acceptable  to the Debtors in the
                           amount of at least 10% of the  amount of the  Overbid
                           as a good  faith  deposit,  to be held in escrow  and
                           credited  to the  closing  payment  if the  Bidder is
                           ultimately  determined to be the Successful Bidder or
                           to be  returned  to the  bidder  otherwise  except as
                           otherwise provided in these Bidding Procedures (also,
                           a "Good Faith Deposit");

                  (ix)     The  Overbid  must  state  that it has been  approved
                           (subject  to  stated  conditions)  by any,  and  all,
                           governing  bodies  or  investors   (e.g.,   board  of
                           directors or minority partners);

                  (x)      The  Overbid  must  state  that  it is  made  by  the
                           principals  of the  Bidder,  and  not  by any  person
                           acting as agent for another,  whether the  principals
                           are disclosed or undisclosed;  however,  a Bidder may
                           appoint  a  representative  to act on its  behalf  in
                           connection with the Overbid; and

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<PAGE>

                  (xi)     Except as  otherwise  provided  with  respect  to the
                           Stalking Horse Bidder or as otherwise  ordered by the
                           Bankruptcy  Court,  no Bidder  shall be  entitled  to
                           reimbursement of its costs,  expenses or professional
                           fees  incurred  in  connection   with  the  Sale  and
                           competitive bidding process for the Assets, including
                           formulation  and  submission  of any  bid or any  due
                           diligence efforts.

                  The  Debtors  and their  advisors,  in  consultation  with the
Committee,  will evaluate the Overbids  submitted and determine  whether to deem
any such Overbid a "Qualified  Bid" and invite the Bidder to  participate in the
Auction.  Overbids will be evaluated on the basis of (i) the indicated  purchase
price,  (ii) the Bidder's  financial  capacity to  consummate a  transaction  if
selected as the Successful Bid (as defined below),  (iii) the extent and type of
requested  changes to the relevant  Stalking Horse Agreement,  (iv) the Bidder's
ability to expeditiously  consummate the transaction if selected as a Successful
Bid, and (v) other factors  deemed  appropriate in the Debtors'  discretion,  in
consultation  with the  Committee.  The Debtors will select those  Overbids that
they consider to be Qualified Bids on or before the commencement of the Auction,
PROVIDED, HOWEVER, that the Debtors, in consultation with the Committee, reserve
the right to select  such  Qualified  Bids at an  earlier  date or to reject any
Overbid as  insufficient,  and  FURTHER  PROVIDED,  HOWEVER,  that,  if no other
Qualified Bid is received  (other than that of the Stalking Horse  Bidder),  the
Debtors shall have no obligation to conduct an Auction.

                  In the event  Qualified  Bids are  received,  an auction  (the
"Auction") of the Debtors' assets will be held on DECEMBER 13, AT 9:00 A.M. (ET)
at the offices of Morris  Nichols Arsht & Tunnell LLP, 1201 North Market Street,
Wilmington, Delaware 19801, or such other location determined by the Debtors, at
which Auction the Debtors,  in consultation  with the Committee,  may select the
highest  and best  Qualified  Bid for any  particular  Asset of the Debtors as a
Successful  Bid. ALL SALE(S) SHALL BE SUBJECT TO THE APPROVAL OF THE  BANKRUPTCY
COURT.

                  Only  the  Stalking  Horse   Bidder(s),   parties  who  submit
Qualified Bids prior to the Overbid Deadline,  representatives of the Committee,
representatives  of GMAC, the Debtors,  and the  professionals  of the foregoing
shall be entitled to attend and be heard at the Auction.  In order to bid at the
Auction, all Qualified Parties must be physically present at the Auction.

                  During the Auction, bidding shall (i) begin with the Qualified
Bid of the Stalking Horse Bidder; (ii) continue with the first overbid increment
set over and above the  Purchase  Price in an  amount  to be  determined  by the
Debtors, in consultation with the Committee, and announced as soon as reasonably
practicable after the Second Designation  Hearing, and (iii) continue thereafter
in minimum increments higher than the previous bid by an amount to be determined
by the Debtors,  in  consultation  with the Committee,  and announced as soon as
reasonably practicable after the Second Designation Hearing.

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<PAGE>

                  Unless   otherwise   agreed  to  by  the  Debtors,   in  their
discretion,  all participants  will be permitted equal time, to be determined by
the Debtors,  in  consultation  with the  Committee,  in which to respond to the
previous  bid at the  Auction  and,  at the  expiration  of  such  time  (unless
extended), the Auction shall conclude.

                  Prior to concluding the Auction,  the Debtors shall (i) review
each bid, if any, on the basis of its  financial and  contractual  terms and the
factors  relevant  to the sale  process and the best  interest  of the  Debtors'
stakeholders,  including,  without limitation, those factors affecting the speed
and certainty of  consummating a sale  transaction(s)  and (ii) in  consultation
with  the  Committee,  determine  and  identify  the  highest  or best  bid (the
"Successful  Bid") and the next highest or otherwise  best offer,  if any, after
the  Successful  Bid (the  "Next  Highest  Bid").  Any bid  submitted  after the
conclusion of the Auction shall not be considered for any purpose.  There may be
more than one  Successful  Bidder  for the  Assets of the  Debtors  but only one
Successful Bidder for any particular Asset.

                  Immediately  prior  to the  adjournment  of the  Auction,  the
bidder  or  bidders  making  the   Successful  Bid  or  Bids  (the   "Successful
Bidder(s)"),  if any,  shall  complete and sign all  agreement(s),  contract(s),
instrument(s)  or other  document(s)  evidencing  and  containing  the terms and
conditions upon which such bid was made, if it has not already done so.

                  The Debtors,  in consultation with the Committee,  reserve the
right to  reject at any time  prior to the  entry of an order of the  Bankruptcy
Court approving a sale or sales of the Assets, any offer which the Debtors deems
to  be  (i)  inadequate  or  insufficient,  (ii)  not  in  conformity  with  the
requirements of the Bankruptcy  Code, the Bankruptcy  Rules,  the Local Rules of
Bankruptcy  Practice and Procedure of the United States Bankruptcy Court for the
District of Delaware,  or the terms and conditions of the Sale set forth herein,
or (iii) contrary to the best interests of the Debtors, their estates, and their
creditors.  The  Debtors  will  have no  obligation  to  accept  or  submit  for
Bankruptcy Court approval any offer presented prior to or at the Auction.

VI.      THE SALE HEARING

                  (A) The  hearing  on the  approval  of the Sale or Sales  (the
"Sale Hearing") to the Successful Bidder(s) shall be conducted by the Bankruptcy
Court on DECEMBER  15, 2006 AT 11:00 A.M.  (ET) or at such  earlier  time as the
Bankruptcy Court permits.

                  (B)  Subject  to  Bankruptcy  Court  approval   following  the
Auction,  the Successful  Bidder(s) shall purchase the Assets, free and clear of
all liens, claims and encumbrances, pursuant to the Motion and the corresponding
order of the Court  approving  the Motion  (having  purchased  the  Assets,  the
"Purchaser").

                  (C) Following the Sale Hearing  approving the sale or sales of
the  Assets  to the  Successful  Bidder(s),  if a  Successful  Bidder  fails  to
consummate  an  approved  Sale  because of a breach or failure to perform on the
part of such  Successful  Bidder,  the next highest or otherwise  best Qualified
Bid, as disclosed at the Sale Hearing,  will be deemed to be the  Successful Bid
and the Debtors will be  authorized,  but not required,  to consummate  the Sale
with the  Qualified  Bidder  submitting  such bid without  further  order of the
Bankruptcy Court. In such case, the Successful Bidder's Good Faith Deposit shall
be forfeited to the Debtors,  and the Debtors  specifically reserve the right to
seek all available damages from the defaulting Successful Bidder.

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<PAGE>

                  (D) Any Sale of the Assets shall be without  representation or
warranties of any kind,  nature or description  by the Debtors,  their agents or
their estates,  except as provided in the purchase agreement between the Debtors
and the Purchaser.  All of the Assets shall be transferred  "as is." THE DEBTORS
EXPRESSLY  DISCLAIM ANY WARRANTY OF  MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE AND MAKE NO  WARRANTY,  EXPRESS OR IMPLIED,  AS TO THE NATURE,  QUALITY,
VALUE OR CONDITION OF ANY ASSET.

VII.     BID PROTECTION

                  If the Debtors  establish a Stalking  Horse Bidder that is not
the  Successful  Bidder at the Auction,  the Debtors  may, in their  discretion,
agree  to  pay  to  such  Stalking  Horse  Bidder  a bid  protection  (the  "Bid
Protection")  in an agreed  amount  not to exceed 3% of the cash  portion of its
Qualified Bid.

VIII.    PROCEDURES GOVERNING GOOD FAITH DEPOSITS

                  (A)  All  Good  Faith   Deposits   shall  be  subject  to  the
jurisdiction  of the  Bankruptcy  Court and shall be  returned by the Debtors as
soon as reasonably practicable after the closing of the Sale; PROVIDED, HOWEVER,
that if a Successful  Bidder fails to  consummate  an approved Sale because of a
breach  or  failure  to  perform  on the part of such  Successful  Bidder,  such
Successful  Bidder's Good Faith  Deposit shall be forfeited to the Debtors,  and
the Debtors  specifically  reserve the right to seek all available  damages from
the defaulting Successful Bidder.

                  (B) All Good  Faith  Deposits  shall be held,  subject  to the
provisions of the Sale Procedures Order and these Bidding Procedures, by counsel
for the Debtors or, in the Debtors'  discretion,  by a third-party  escrow agent
(either, a "Custodian") in a segregated  non-interest  bearing bank account.  In
the event of a dispute  concerning  the Debtors'  right to retain any Good Faith
Deposit,  the Custodian shall have no liability to any bidder for the failure to
return such Good Faith Deposit to the bidder, and the bidder's sole remedy shall
be to seek  relief  from the  Bankruptcy  Court to compel the return of the Good
Faith Deposit;  PROVIDED,  HOWEVER, that nothing in the Sale Procedures Order or
these Bidding Procedures shall waive, release or restrict any right or remedy of
any person  arising  from the  wrongful  disbursement  or loss of any Good Faith
Deposit.

IX.      NO EXPENSE REIMBURSEMENT

                  Except as otherwise provided  with respect to a Stalking Horse
Bidder or as  otherwise  ordered by the  Bankruptcy  Court,  no bidder  shall be
entitled to reimbursement of its costs,  expenses or professional  fees incurred
in  connection  with the Sale and  competitive  bidding  process for the Assets,
including formulation and submission of any bid or any due diligence efforts.

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<PAGE>

X.       RESERVATION OF RIGHTS

                  The Debtors  reserve  their rights to: (i) impose at or before
the Auction such other,  different and/or additional terms and conditions as may
be in the interest of the Debtors,  their estates and creditors (so long as such
terms are not  materially  inconsistent  with the  terms of the Sale  Procedures
Order);  (ii) extend the deadlines set forth in the Sale Procedures Order and/or
these  Bidding  Procedures;  (iii) adjourn the Auction at or before the Auction;
(iv) adjourn the Sale Hearing  without  further notice by making an announcement
in open Court or by the filing of a hearing  agenda  pursuant to Bankr.  D. Del.
L.R.  9029-3;  and (v) withdraw from the Auction any or all of the Assets at any
time prior to or during the Auction or cancel the Auction.


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