ASSET PURCHASE AGREEMENT

This Asset Purchase  Agreement  ("AGREEMENT") is made as of January 27, 2005, by
and between  Delta Mills,  Inc., a Delaware  corporation  ("SELLER"),  and Gibbs
International, Inc., a South Carolina corporation ("BUYER").

RECITALS.  Seller  desires  to sell,  and Buyer or its  assignee  desire to buy,
certain land, improvements,  equipment, machinery and related assets from Seller
on the terms and conditions of this Agreement.

NOW,  THEREFORE,  in consideration of the recitals,  the mutual promises in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which the parties acknowledge, the parties agree as follows:

1.   DEFINITIONS.  The following terms shall have the following meanings in this
     Agreement:

a.   "ASSIGNEE"  means any Person that is a wholly-owned  subsidiary of Buyer or
     is wholly-owned by Jimmy I. Gibbs.

b.   "BEATTIE  PLANT"  means  Seller's  plant  located at 700 North Woods Drive,
     Fountain Inn, South Carolina 29644.

c.   "EASEMENT"  means  any  recorded  or  unrecorded  easement,  right  of way,
     servitude,  encroachment,   covenant  or  condition  with  respect  to  the
     particular real property.

d.   "EFFECTIVE DATE" means January 12, 2005.

e.   "ENCUMBRANCE" means any charge, claim,  community or other marital property
     interest,  equitable  interest,  lien, option,  pledge,  security interest,
     mortgage,  deed of trust, right of first option,  right of first refusal or
     similar restriction.

f.   "ENVIRONMENT"  means  soil,  land  surface or  subsurface  strata,  surface
     waters, groundwaters, drinking water supply, stream sediments, ambient air,
     buildings,  plant and  animal  life and any other  environmental  medium or
     natural resource.

g.   "ENVIRONMENTAL LAW" means any federal,  state or local statute,  law, rule,
     regulation  or order that relates to the  protection of human health or the
     Environment or that regulates,  requires remediation of or requires notices
     with respect to any Hazardous Material or the Release or threatened Release
     of any Hazardous Material.

h.   "ESCROW AGENT" means the law firm of Wyche Burgess  Freeman & Parham,  P.A.
     that is serving as the escrow  agent in  connection  with the  transactions
     described in this Agreement in accordance with the escrow agreement between
     the parties dated January 11, 2005 ("ESCROW AGREEMENT").

i.   "HAZARDOUS  MATERIAL"  means  any  substance,  material  or waste  which is
     regulated  in any way by any  federal,  state or local  governmental  body,
     including any material,  substance or waste that is defined as a "hazardous

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     waste," "hazardous material," "hazardous  substance,"  "extremely hazardous
     waste,"  "restricted  hazardous  waste,"  "contaminant,"  "toxic  waste" or
     "toxic  substance" under any  Environmental  Law, and including  petroleum,
     petroleum  products,  asbestos,  presumed  asbestos-containing  material or
     asbestos-containing   material,   lead  based  paint,  urea   formaldehyde,
     polychlorinated biphenyls, mold and any biological agent.

j.   "LIABILITY"  means any liability or  obligation  of any kind,  character or
     description,  whether known or unknown, absolute or contingent,  accrued or
     unaccrued, disputed or undisputed,  liquidated or unliquidated,  secured or
     unsecured,  joint or  several,  due or to become due,  vested or  unvested,
     executory,  determined,  determinable or otherwise,  and whether or not the
     same is required to be accrued on any financial statements.

k.   "PERSON" means an individual,  partnership,  corporation,  business  trust,
     limited  liability  company,  limited  partnership,  joint  stock  company,
     unincorporated  association,  joint venture,  governmental  agency or other
     entity.

l.   "RELEASE" means any release, spill, emission,  leaking,  pumping,  pouring,
     dumping,  emptying,  injection,  deposit, disposal,  discharge,  dispersal,
     leaching  or  migration  on or into the  Environment  or into or out of any
     property, including the presence of any Hazardous Material at any location.

2.   PURCHASE AND SALE OF ASSETS.  Subject to the terms and  conditions  of this
     Agreement, at the applicable Closing, Seller will sell and assign to Buyer,
     and Buyer or its Assignee will purchase from Seller,  the following  assets
     (collectively, the "ASSETS"):

     a.   REAL  PROPERTY.  The real property  consisting of the following  three
          plants  free  and  clear of all  Encumbrances  and  Easements,  except
          recorded general utility Easements of non-specific  width and location
          that  do  not  adversely  affect  the  use  or  value  of  the  plants
          (collectively, the "PLANTS"):

          i.   The Estes  Plant  located  at 750 Estes  Drive,  Piedmont,  South
               Carolina 29673,  consisting of  approximately  119 acres, and all
               associated land, buildings, fixtures, improvements,  as-built and
               other plans and drawings and maintenance logs ("ESTES PLANT");

          ii.  The Furman Plant located at 710 North Woods Drive,  Fountain Inn,
               South Carolina 29644,  consisting of  approximately 15 acres, and
               all associated land, buildings, fixtures, improvements,  as-built
               and other plans and drawings  and  maintenance  logs  (excluding,
               however,  Lot B shown on the Survey for Delta Mills,  Inc.  dated
               September 7, 2004, a copy of which has been provided by Seller to
               Buyer,  which shall not be conveyed by Seller to Buyer)  ("FURMAN
               PLANT"); and

          iii. The Catawba Plant  located at 1007 West Finger Street  Extension,
               Maiden,  North Carolina  28650,  consisting of  approximately  33
               acres,   and   all   associated   land,   buildings,    fixtures,
               improvements,   as-built   and  other  plans  and   drawings  and
               maintenance logs ("CATAWBA PLANT").

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     b.   EQUIPMENT. The machinery,  equipment and parts described on SCHEDULE 1
          attached to this  Agreement and all  associated  operations  and other
          manuals,  layouts,  plans, drawings and maintenance and operating logs
          ("EQUIPMENT").  Buyer shall have the right to abandon in place some or
          all of the  Equipment  located at the Beattie  Plant and  described on
          SCHEDULE  3  attached  to  this  Agreement,  and  all  such  abandoned
          Equipment  shall  remain  the  property  of  Seller.  If  Buyer or its
          Assignee does not purchase the Estes Plant or the Catawba Plant, Buyer
          shall have the right to abandon in place some or all of the  Equipment
          located  at such  Plant  and  described  on  SCHEDULE  3, and all such
          abandoned Equipment shall remain the property of Seller.

     c.   AS IS SALE. Except as expressly  provided otherwise in this Agreement,
          Seller's  sale of the Assets to Buyer  shall be AS IS,  WHERE IS. WITH
          RESPECT TO THE EQUIPMENT, EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED
          IN THIS AGREEMENT,  SELLER HEREBY  DISCLAIMS ALL  WARRANTIES,  WHETHER
          EXPRESS OR IMPLIED,  WHETHER  CREATED BY CONTRACT OR BY  OPERATION  OF
          LAW, INCLUDING THE IMPLIED  WARRANTIES OF MERCHANTABILITY  AND FITNESS
          FOR A PARTICULAR PURPOSE.

3.   EXCLUDED  ASSETS.  Buyer is not  purchasing  the  machinery  and  equipment
     described on SCHEDULE 2 attached to this Agreement ("EXCLUDED ASSETS").

4.   PURCHASE PRICE.

     a.   Subject to the potential  reductions  described in this SECTION 4, the
          total purchase price for all of the Assets ("PURCHASE PRICE") shall be
          $7,000,000.00.  Seller has already  deposited  $700,000.00 with Escrow
          Agent pursuant to the Escrow Agreement.

     b.   If Buyer gives Seller notice  pursuant to SECTION 5.B. OR SECTION 7.F.
          below that  Buyer will not  purchase  one or more of the  Plants,  the
          Purchase  Price shall be reduced by the amount  listed  below for each
          such Plant:

          i.   Estes Plant, $1,000,000.00;
          ii.  Furman Plant, $1,900,000.00; and
          iii. Catawba Plant, $400,000.00.

     c.   If Buyer gives Seller notice pursuant to SECTION 7.F. below that Buyer
          will not purchase the  Equipment,  the Purchase Price shall be reduced
          by $3,700,000.00.

     d.   Seller shall pay and be responsible for all ad valorem  property taxes
          with  respect  to the  Assets for all  periods  before the  applicable
          Closing;  PROVIDED  that Buyer and  Seller  shall pro rate the 2005 ad
          valorem  property taxes for the Plants Buyer  purchases as of the date
          of the  applicable  Closing.  Seller shall pay its pro rated amount to
          Buyer at the applicable Plant Closing.

     e.   Buyer shall be entitled to determine  the  allocation  of the Purchase
          Price to the Assets,  and Seller and Buyer  shall use that  allocation
          for all tax purposes, including the filing of IRS form 8594.

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     f.   Seller shall pay and shall be responsible for all recording fees, deed
          stamps  and  other  transfer  taxes  with  respect  to the sale of the
          Plants.

     g.   Buyer is not assuming any Liabilities.

5.   REVIEW PERIOD.

     a.   Buyer  shall  have a period  of 90 days  ("REVIEW  PERIOD")  after the
          Effective  Date to conduct its  investigation  and due diligence  with
          respect to the Plants and to close in  accordance  with  SECTION  5.B.
          below. During the Review Period, Seller shall provide to Buyer and its
          contractors  and agents at no charge  reasonable  access to all of the
          Plants,  including all buildings and other  improvements,  in order to
          allow them to  conduct,  at Buyer's  expense,  surveys,  environmental
          studies and tests  (including  Phase I, and possible  subsequent Phase
          II, borings, reviews and reports) and other due diligence with respect
          to the Plants. Promptly after the date hereof, Seller shall deliver to
          Buyer all (i)  surveys (to the extent in the  possession  of Seller or
          its  agents),  (ii)  environmental  reports  and other  documents  and
          records  evidencing,  mentioning  or  relating  to  any  environmental
          condition,  investigation,  proceeding or any non-compliance  with any
          applicable Environmental Law, (iii) title commitments and policies (to
          the extent in the  possession of Seller or its agents),  deeds vesting
          title to the  Plants in Seller  (to the  extent in the  possession  of
          Seller or its  agents),  and ad  valorem  property  tax  notices  with
          respect to any of the Assets,  and (iv)  building  plans and  drawings
          relating  to the Plants  (collectively,  "DUE  DILIGENCE  DOCUMENTS");
          PROVIDED that Buyer shall return to Seller all such documents relating
          to any Plant Buyer does not purchase. Additionally, promptly after the
          date  hereof,   Seller   shall   disclose  to  Buyer  in  writing  all
          environmental    conditions,    investigations,     proceedings    and
          non-compliance  with any applicable  Environmental Law relating to the
          Assets and not expressly disclosed in the Due Diligence Documents,  to
          the best of the knowledge of Seller's  Director of  Engineering,  John
          Hall ("SELLER'S CERTIFICATION").

     b.   Notwithstanding any other provision of this Agreement,  Buyer may give
          written  notice to Seller  during the Review  Period  that it will not
          purchase one or more of the Plants based on an environmental matter, a
          title matter or a  survey-related  matter that Buyer determines in its
          reasonable judgment adversely affects the particular Plant,  including
          (i) any  failure of a Plant to comply  with  applicable  Environmental
          Laws,  (ii) any  failure  of  Seller  to  remove  in  compliance  with
          applicable  Environmental  Law any  barrel or other  container  of any
          Hazardous Material, (iii) the existence of any Easement that adversely
          affects  the  value  or use of the  particular  Plant,  and  (iv)  the
          commencement  of any  condemnation  proceedings,  or the giving of any
          notice of proposed condemnation  proceedings,  with respect to a Plant
          or part of a Plant; PROVIDED that the existence of asbestos within the
          buildings  at a Plant shall not  constitute  a basis for Buyer to give
          that  notice;  PROVIDED  further  that the  absence  of a "no  further
          action" letter from the applicable  government  agency with respect to
          the  remediation  in  connection  with the oil tank leak at the Furman
          Plant shall be a failure of the Furman Plant to comply with applicable
          environmental  law under  SUBPART  B.I.  above and shall  constitute a
          basis for Buyer to give that notice.  No such exclusion shall apply to

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          any  Equipment  located at such Plant.  If Buyer  gives  Seller such a
          notice, the parties shall negotiate in good faith for at least 14 days
          regarding a mutually satisfactory  resolution of the matters set forth
          in that notice.

     c.   Seller  discloses  to Buyer that the Estes Plant and the Furman  Plant
          are  currently  subject to fee-in  lieu of  property  taxes  ("FILOT")
          transactions  and that legal  title to each of the Estes Plant and the
          Furman Plant is currently held in the name of the county in which such
          Plant is located.  Notwithstanding  anything to the contrary set forth
          in this  Agreement,  Seller's  obligations  under this  Agreement  are
          contingent  upon  Seller's  obtaining  the approval of the  applicable
          county  to  release  the  applicable  Plant  from the  existing  FILOT
          arrangements by quitclaiming the Plant to Seller. Seller shall use its
          reasonable  efforts  to obtain  those  quitclaim  deeds.  If,  despite
          Seller's  reasonable  efforts,  Seller is  unable  to obtain  any such
          quitclaim  deed,   Seller  shall  not  be  required  to  transfer  the
          particular  Plant to Buyer,  and Seller shall have no liability  under
          this Agreement with respect to that failure.

     d.   If Buyer gives Seller  written  notice under  SECTION 5.B.  above that
          Buyer will not  purchase  one or more of the  Plants  based on a title
          matter or a survey  related  matter  (and that title  matter or survey
          related matter is "material" as defined below),  or if Seller does not
          obtain a  quitclaim  deed from the  applicable  county for one or more
          Plants as  provided  in SECTION  5.C.  above,  Seller  shall  promptly
          reimburse   Buyer   for  all  of   Buyer's   reasonable,   documented,
          out-of-pocket  due  diligence  expenses  with  respect to the Plant or
          Plants  described in the notice,  including the costs of environmental
          tests  and  reports,  title  searches  and  surveys,  up to a total of
          $17,000.00 with respect to the Estes Plant, $10,000.00 with respect to
          the Catawba Plant,  and  $10,000.00  with respect to the Furman Plant.
          Notwithstanding  the  foregoing,  if (i) Buyer's  notice under SECTION
          5.B. is based solely on Seller's  failure to obtain one or both of the
          quitclaim  deeds,  (ii) Seller delivers to Buyer a written request for
          an  extension  of time to obtain  one or both of the  quitclaim  deeds
          within five days after Buyer gives the written  notice  under  SECTION
          5.B., and (iii) Buyer does not agree to delay the effectiveness of its
          written  notice under SECTION 5.B. for 90 days while Seller  continues
          to seek to obtain one or both of the quitclaim deeds, Seller shall not
          be required to reimburse  Buyer for any due  diligence  expenses  with
          respect to the Estes Plant or the Furman Plant.  If Seller  reimburses
          Buyer for expenses  under this SECTION  5.D.,  if requested by Seller,
          Buyer shall deliver to Seller all environmental  reports, title search
          results and surveys covered by that reimbursement.

     e.   For purposes of SECTION 5.D., a title matter or survey  related matter
          shall  be  deemed  to be  "MATERIAL"  if (i) it  materially  adversely
          affects the use or value of the applicable  Plant, (ii) it is Seller's
          not having or not being able to transfer to Buyer in  accordance  with
          this Agreement exclusive,  good and marketable fee simple title to the
          Plant,  (iii) it is the existence of a condemnation  or eminent domain
          proceeding,  (iv) it is the existence of any Encumbrance, or (v) it is
          the  existence of any Easement  other than  recorded  general  utility
          Easements of  non-specific  width and location  that do not  adversely
          affect the use or value of the Plant.

6.   ACCESS.

     a.   During the period between the Effective Date and the applicable  Plant
          Closing with respect to the Estes,  Furman and Catawba Plants,  Seller
          shall provide to Buyer and its potential  customers,  contractors  and
          agents at no charge  reasonable access to the Plants and the Equipment

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          in those Plants and adequate  lighting and  electricity to allow Buyer
          to evaluate,  show, market,  disassemble and remove that Equipment and
          to  evaluate,  show and market the Plants.  With  respect to any Plant
          that Buyer does not purchase, at Buyer's request,  Seller shall extend
          the period  described  in the  preceding  sentence  for up to 240 days
          after the Equipment  Closing  Date,  as determined by Buyer;  PROVIDED
          that as long as Seller  continues to own one or more Plants,  starting
          180 days after the Equipment  Closing Date,  Buyer shall pay Seller in
          advance  each week an  amount  equal to the  product  of $1.00 and the
          number of square feet in each such Plant that the Equipment  continues
          to  occupy;  PROVIDED  further  that if  Buyer  agrees  to  delay  the
          effectiveness  of its written notice  pursuant to SECTION 5.D.  above,
          Buyer's  obligation  to pay  Seller  the  amounts  specified  in  this
          sentence  shall not start until 270 days after the  Equipment  Closing
          Date. Buyer shall not disassemble or remove any of the Equipment until
          the Equipment Closing occurs.

     b.   From and after the Effective Date up to a period of 180 days after the
          Equipment  Closing  Date,  Seller  shall  provide  to  Buyer  and  its
          potential  customers,  contractors and agents at no charge  reasonable
          access to the Equipment at the Beattie Plant and adequate lighting and
          electricity to allow Buyer to evaluate, show, market,  disassemble and
          remove that Equipment.  At Buyer's  request,  Seller shall extend that
          180-day  period  for up to another 60 days,  as  determined  by Buyer;
          PROVIDED  that Buyer shall pay Seller in advance each week during that
          extension  period  an  amount  equal to the  product  of $1.00 and the
          number  of  square  feet  in the  Beattie  Plant  that  the  Equipment
          continues to occupy.  Buyer shall not disassemble or remove any of the
          Equipment until the Equipment Closing occurs.

     c.   After the Plant Closing for the Estes Plant,  if any, and for a period
          of up to 90 days after the  Effective  Date,  Buyer  shall  provide to
          Seller or the purchasers of the Excluded Assets  reasonable  access to
          the Excluded  Assets and adequate  lighting and  electricity  to allow
          Seller or the  purchasers  to  disassemble  and  remove  the  Excluded
          Assets. At Seller's request, Buyer shall extend that 90-day period for
          up to another 90 days, as  determined by Seller;  PROVIDED that Seller
          shall pay Buyer in advance each week during that  extension  period an
          amount  equal to the product of $1.00 and the number of square feet in
          the Estes Plant that the Excluded Assets continue to occupy.

     d.   Seller  shall  provide  and  be  responsible  for  adequate  security,
          lighting and electricity at each Plant and the Beattie Plant until the
          earlier of the Plant  Closing for that Plant or the  expiration of the
          periods set forth in  SECTIONS  6.A.  and 6.B.  above,  including  any
          extensions.

     e.   For purposes of this Agreement,  reasonable access times shall include
          Monday through Friday, 8 am through 5 pm Eastern Time.

     f.   Buyer  shall  defend,  indemnify  and hold  Seller and its  directors,
          officers,  employees and agents  harmless from and against any and all
          liabilities,  losses,  damages, claims and expenses arising out of any
          personal injury,  death, property damage or violation of Environmental
          Law at a Plant before the  applicable  Plant Closing caused by Buyer's
          or  Buyer's   agents',   representatives',   riggers'   or   invitees'
          dismantling,  removing,  storing,  shipping,  delivering,  assembling,
          disassembling, installing or de-installing the Equipment at the Plant.

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     g.   Seller  shall  defend,  indemnify  and hold  Buyer and its  directors,
          officers,  employees and agents  harmless from and against any and all
          liabilities,  losses,  damages, claims and expenses arising out of any
          personal injury,  death, property damage or violation of Environmental
          Law  at  a   Plant   caused   by   Seller's   or   Seller's   agents',
          representatives',   riggers'  or  invitees'   dismantling,   removing,
          storing, shipping, delivering, assembling,  disassembling,  installing
          or de-installing the Excluded Assets at the Plant.

     h.   During the period from the date of the Equipment  Closing  through the
          date that Buyer  completes  the removal of all  Equipment  from Plants
          Buyer or its  Assignee  does not  purchase  from  Seller,  Buyer shall
          maintain in full force and effect (a) a commercial  general  liability
          insurance  policy,  an automobile  liability  insurance  policy and an
          employers  liability  policy,  each  issued  by a  reputable  national
          insurance  carrier  reasonably  satisfactory  to  Seller,  and  having
          aggregate   coverage   and  per   occurrence   coverage  of  at  least
          $2,000,000.00  in the case of the  commercial  general  liability  and
          automobile  liability  policies and  $1,000,000.00  in the case of the
          employers  liability policy,  and (b) workers  compensation  insurance
          required by applicable law. Buyer shall cause Seller to be named as an
          additional insured on the foregoing liability  policies,  shall ensure
          all of the foregoing policies contain a waiver of subrogation in favor
          of Seller, and shall deliver certificates of insurance evidencing that
          coverage to Seller within five days after the date of this Agreement.

     i.   During the period  from the date of the first  Plant  Closing to occur
          through the date that  Seller  completes  the removal of all  Excluded
          Assets from the Plants  Buyer or its Assignee  purchases  from Seller,
          Seller  shall  maintain  in full  force and  effect  (a) a  commercial
          general liability insurance policy, an automobile  liability insurance
          policy and an employers  liability policy,  each issued by a reputable
          national  insurance  carrier  reasonably  satisfactory  to Buyer,  and
          having  aggregate  coverage  and per  occurrence  coverage of at least
          $2,000,000.00  in the case of the  commercial  general  liability  and
          automobile  liability  policies and  $1,000,000.00  in the case of the
          employers  liability policy,  and (b) workers  compensation  insurance
          required by applicable law. Seller shall cause Buyer to be named as an
          additional insured on the foregoing liability  policies,  shall ensure
          all of the foregoing policies contain a waiver of subrogation in favor
          of Buyer, and shall deliver  certificates of insurance evidencing that
          coverage to Buyer within five days after the date of this Agreement.

     j.   When  removing  the  Equipment  from a Plant for which the  applicable
          Plant  Closing  has not  occurred,  Buyer  shall  (i)  disconnect  the
          utilities,  ductwork  and  related  supplies to the  Equipment  to the
          lowest of 12 feet off the floor,  above the lighting  fixtures,  above
          the nearest pipe chase or above the nearest utility header, (ii) leave
          the  Plant in  which  the  Equipment  was  located  in  "broom  clean"
          condition,  and (c) not  damage  the Plant  when  removing  any of the
          Equipment  from the  Plant,  normal  wear and tear and holes and other
          physical  deficiencies  remaining as a result of the  installation and
          operation of the Equipment excluded.

     k.   When removing the Excluded Assets from a Plant for which Buyer has not
          given a notice  pursuant to SECTION 5.B. above or SECTION 7.F.  below,
          Seller  shall (i)  disconnect  the  utilities,  ductwork  and  related
          supplies  to the  Excluded  Assets  to the  lowest  of 12 feet off the
          floor,  above the lighting  fixtures,  above the nearest pipe chase or
          above the nearest  utility  header,  (ii) leave the Plant in which the
          Excluded Assets were located in "broom clean"  condition,  and (c) not
          damage the Plant when  removing  any of the  Excluded  Assets from the
          Plant, normal wear and tear and holes and other physical  deficiencies

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          remaining  as a  result  of  the  installation  and  operation  of the
          Excluded Assets excluded.

     l.   At the Equipment Closing, Buyer and Seller will execute and deliver an
          access agreement in recordable form with respect to each Plant and the
          Beattie Plant  incorporating  the provisions of SECTIONS 6.A.  through
          6.E.  above  and such  other  provisions  on which the  parties  agree
          ("ACCESS  AGREEMENTS").  The parties shall file the applicable  Access
          Agreement  in the  office of the  Register  of Deeds in the  county in
          which the applicable Plant is located.

7.   CLOSINGS.  Subject  to the  terms and  conditions  of this  Agreement,  the
     closings  of the  purchase  and sale of the Assets (the  "CLOSINGS")  shall
     occur as follows:

     a.   The closing of Buyer's  purchase of the  Equipment  shall occur in the
          offices of Escrow Agent in Greenville,  South Carolina  within 30 days
          after  the  Effective  Date  at a time  on  which  the  parties  agree
          ("EQUIPMENT  CLOSING").  At the Equipment Closing,  Escrow Agent shall
          wire transfer to Seller  $370,000.00  of the Escrow Funds  (defined in
          Escrow  Agreement),  and  Buyer  shall  wire  transfer  to  Seller  an
          additional $3,330,000.00.

     b.   Buyer  may  close  on the  purchase  of  the  Plants  individually  or
          together.  Each closing of Buyer's purchase of a Plant (other than any
          Plant Buyer  elects not to purchase in  accordance  with  SECTION 5.B.
          above or SECTION  7.F.  below)  shall  occur in the  offices of Escrow
          Agent in Greenville, South Carolina within 90 days after the Effective
          Date at a time on which the parties agree ("PLANT CLOSING");  PROVIDED
          that if Buyer agrees to delay the  effectiveness of its written notice
          pursuant to SECTION 5.D.  above,  the  applicable  Plant Closing shall
          occur within 180 days after the Effective Date. At each Plant Closing,
          Escrow  Agent shall wire  transfer to Seller the balance of the Escrow
          Funds,  and Buyer  shall wire  transfer  to Seller the  balance of the
          Purchase  Price,  as  reduced  in  accordance  with  SECTION  4 above;
          PROVIDED that if Buyer gives notice  pursuant to SECTION 5.B. above or
          SECTION 7.F.  below that it will not purchase one or more of the Estes
          Plant, the Furman Plant or the Catawba Plant,  after the expiration of
          the 14-day period  described in SECTION 5.B. (with respect to a notice
          given  pursuant  to SECTION  5.B.) or promptly in the case of a notice
          given pursuant to SECTION 7.F., unless Escrow Agent receives a written
          notice to the contrary signed by Seller and Buyer,  Escrow Agent shall
          promptly  disburse the following  amounts of the Escrow Funds to Buyer
          with respect to each such Plant  (collectively,  the "PLANT DEPOSITS")
          and Buyer shall not pay any further  amount to Seller with  respect to
          any such  Plant:  (a) Estes  Plant,  $100,000.00;  (b)  Furman  Plant,
          $190,000.00; and (c) Catawba Plant, $40,000.00. If Buyer does not give
          notice  pursuant  to SECTION  5.B.  or SECTION  7.F.  that it will not
          purchase a particular Plant and Seller has performed its covenants and
          agreements  under this  Agreement,  but Buyer does not  consummate the
          Plant  Closing  with  respect  to that  Plant,  then  Seller  shall be
          entitled to receive from Escrow  Agent the Plant  Deposit with respect
          to that Plant as liquidated damages,  and Seller shall not be entitled
          to recover any other  amount from Buyer or have any other  remedy with
          respect to such Plant.

     c.   At the Plant  Closing,  Seller shall grant to Duke Energy  Corporation
          ("DUKE"),  and if necessary to Buyer, and their respective  successors
          and assigns, rights of way and easements appurtenant to and benefiting
          the Furman Plant and running  with the Furman Plant land,  in form and
          substance reasonably acceptable to Duke and Buyer, to use the existing
          substation  and other  electric  lines and  facilities  located on the

                                       8
<PAGE>

          Beattie Plant to enable Duke to furnish  electric  power to the Furman
          Plant meeting the power supply needs of the Furman Plant.

     d.   At the Plant  Closing,  Seller shall grant to Buyer,  and if necessary
          any governmental units providing sewage services, and their respective
          successors and assigns,  rights of way, easements and other agreements
          appurtenant  to and  benefiting  the Furman Plant and running with the
          Furman Plant land,  in form and  substance  reasonably  acceptable  to
          Buyer  and  such  governmental  units,  to  use  the  existing  sewage
          collection  facilities,  pumping  stations  and other sewage lines and
          facilities  located  on the  Beattie  Plant  land  (collectively,  the
          "SYSTEM") to permit the  continued  discharge  and  transportation  of
          sewage  effluent from the Furman Plant meeting the needs of the Furman
          Plant  up to  25,000  gallons  of  effluent  per day plus  such  other
          additional  gallons of effluent as the capacity of the System not then
          used by the  Beattie  Plant can  accommodate,  through  and across the
          System on the Beattie  Plant to  discharge  such  effluent in publicly
          maintained sewage lines and public sewage treatment facilities.

     e.   Subject to SECTION 6.F. above,  Seller shall bear (i) all risk of loss
          with  respect  to the  Excluded  Assets and (ii) all risk of loss with
          respect to  particular  Assets  until the Closing for those Assets has
          been completed.

     f.   Seller  shall  give  Buyer  immediate  written  notice if any Asset is
          damaged  or  destroyed  by fire,  storm or other  casualty  before the
          Closing with respect to that Asset. If the damage reduces the value of
          the Equipment or a particular  Plant by more than 2%, Buyer shall have
          the right (i) to require  Seller to assign to Buyer at the  applicable
          Closing all insurance proceeds payable in connection with the casualty
          or (ii) to elect not to purchase the damaged or destroyed Equipment or
          Plant and to receive a  corresponding  reduction in the total Purchase
          Price in accordance with SECTION 4 above.

8.   ADDITIONAL COVENANTS.

     a.   At the  Equipment  Closing  and at each Plant  Closing,  Seller  shall
          deliver to Buyer (i) certificates of existence from the Secretaries of
          State of Delaware,  North  Carolina and South  Carolina for Seller and
          (ii) certified resolutions of the board of directors of Seller in form
          and substance  satisfactory to Buyer  establishing  that the board has
          authorized the  transactions  described in this Agreement and Seller's
          sale of the  Equipment and the Plants,  respectively,  to Buyer on the
          terms and conditions of this Agreement.

     b.   From and after each  Closing,  each of Seller and Buyer shall  execute
          and deliver all assignments and assurances reasonably requested by the
          other party to carry out the purposes of this Agreement.

     c.   Between the Effective  Date and the applicable  Closing,  Seller shall
          only operate the Assets in the  ordinary  course of business and shall
          not remove any of the Equipment from the Plants.

                                       9
<PAGE>

     d.   The parties shall read all utility  meters and pro-rate the applicable
          utility bills as of the applicable Closing.

     e.   Seller  shall  provide to Buyer and its title  insurance  company  all
          affidavits and other documents as Buyer or its title insurance company
          may reasonably request in order to enable Buyer to obtain title to the
          Plants as provided in this  Agreement and to acquire  title  insurance
          policies on the Plants  insuring title  consistent  with terms of this
          Agreement.

     f.   At the Equipment Closing,  Seller shall execute and deliver to Buyer a
          bill of sale  transferring  to Buyer good,  exclusive  and  marketable
          title to the Equipment,  free and clear of all Encumbrances (the "BILL
          OF Sale").

     g.   At the applicable  Plant Closing,  Seller shall execute and deliver to
          Buyer in recordable  form a general  warranty deed for the  applicable
          Plant  transferring  to Buyer good and  marketable fee simple title to
          the Plant,  free and clear of all  Encumbrances  and Easements,  other
          than recorded  general  utility  Easements of  non-specific  width and
          location  that do not  adversely  affect the use or value of the Plant
          (each, a "DEED").

     h.   Each party shall ensure that its  representations  and  warranties  in
          this Agreement shall be accurate on and as of each Closing.

     i.   If for  any  reason  Seller  does  not  grant  the  rights  of way and
          easements  described  in  SECTIONS  7.C.  and 7.D.  above at the Plant
          Closing  for  the  Furman  Plant,   Seller  shall  have  a  continuing
          obligation  to grant those rights of way and easements as requested by
          Buyer after the Plant  Closing for the Furman  Plant.  Nothing in this
          SECTION 8.I. shall reduce Seller's obligations under SECTIONS 7.C. and
          7.D. above.

     j.   Seller  shall  deliver  to  Buyer  at  each  Closing  to  occur  a Tax
          Compliance  Affidavit  Concerning  Transfer of Majority of Assets of a
          Business  Under South  Carolina Code Section  12-54-124,  completed to
          reflect accurately  Seller's status on and as of that Closing Date, or
          in lieu of that affidavit, a Tax Compliance Certificate from the South
          Carolina Department of Revenue dated on or after the Effective Date.

9.   SELLER'S  REPRESENTATIONS  AND WARRANTIES.  As of the date hereof and as of
     the  date of each  Closing,  Seller  represents  and  warrants  to Buyer as
     follows:

     a.   Seller is a corporation  validly  existing and in good standing  under
          the laws of the State of Delaware and  qualified to do business in the
          States of North Carolina and South Carolina.  Seller has the requisite
          corporate  power and  authority to execute and deliver this  Agreement
          and to consummate the transactions contemplated by this Agreement. The
          execution  and  delivery  of this  Agreement  by Seller  has been duly
          authorized  by  all  necessary   corporate  actions  of  Seller.  This
          Agreement  is a valid and binding  obligation  of Seller,  enforceable
          against Seller in accordance with its terms.

     b.   Seller  is not  and  shall  not be  liable  for  any  brokerage  fees,
          commissions  or  finder's  fees in  connection  with the  transactions
          contemplated by this Agreement.

                                       10
<PAGE>

     c.   Seller has in full force property  damage  insurance  policies  having
          extended  coverage,  replacement value coverage and all risk coverage,
          covering the Assets for,  among other things,  loss or damage by fire,
          storm or other casualty, vandalism and malicious mischief, and loss of
          rents.

     d.   Except as  otherwise  disclosed  in SECTION  5.C.,  Seller is the sole
          owner of good, marketable and insurable fee simple title to all of the
          Assets  that are real  property,  and Seller is the sole owner of good
          and marketable title to all other Assets,

     e.   There are no  condemnation  or eminent domain  proceedings  pending or
          threatened  against any of the Plants or any part of the  Plants,  and
          Seller has not  received  any  written or oral notice of the desire of
          any public  authority or other entity to take or use the Plants or any
          part of the Plants for any purpose.

     f.   There are no outstanding options,  leases or other contracts that give
          any Person any right with respect to any of the Assets,  including any
          right to occupy or to purchase  any  interest in any Plant or any part
          of a Plant.

     g.   Seller  does  not  have any  knowledge  or  notice  of any  actual  or
          threatened claim,  litigation or proceeding that could have a material
          adverse effect on the use or value of the Plants.

     h.   Seller does not have any  knowledge or notice of any actual or alleged
          failure  of Seller or any Asset to  comply  with any  applicable  law,
          statute, ordinance, rule, regulation, order, permit or judgment.

10.  BUYER'S REPRESENTATIONS AND WARRANTIES. As of the date hereof and as of the
     date of each Closing, Buyer represents and warrants to Seller as follows:

     a.   Buyer is a corporation validly existing and in good standing under the
          laws of the State of South Carolina. Buyer has the requisite corporate
          power and  authority  to execute and  deliver  this  Agreement  and to
          consummate  the  transactions  contemplated  by  this  Agreement.  The
          execution of this  Agreement by Buyer has been duly  authorized by all
          necessary  corporate  actions of Buyer.  This Agreement is a valid and
          binding obligation of Buyer,  enforceable  against Buyer in accordance
          with its terms.

     b.   Buyer  is not  and  shall  not  be  liable  for  any  brokerage  fees,
          commissions  or  finder's  fees in  connection  with the  transactions
          contemplated by this Agreement.

11.  CONDITIONS TO SELLER'S  OBLIGATIONS.  The  obligation of Seller to sell the
     Assets to Buyer is subject to the satisfaction, at or before the applicable
     Closing,  of the  following  conditions,  any of which  Seller may elect to
     waive by delivering a signed written waiver to Buyer:

     a.   Buyer shall have paid the applicable  portion of the Purchase Price as
          required in SECTION 4 above.

     b.   Buyer shall have performed all of its covenants in this Agreement.

                                       11
<PAGE>

     c.   Buyer's  representations  and  warranties in this  Agreement  shall be
          accurate  in all  material  respects  on and  as of  the  date  of the
          applicable Closing.

12.  CONDITIONS TO BUYER'S OBLIGATIONS.  The obligation of Buyer to purchase the
     Assets (or, in the case of SECTION 12.E., the applicable Asset) from Seller
     is subject to the satisfaction, at or before the applicable Closing, of the
     following conditions, any of which Buyer may elect to waive by delivering a
     signed written waiver to Buyer:

     a.   Seller shall have  executed and  delivered to Buyer at the  applicable
          Closing the Bill of Sale and the applicable Deed.

     b.   Seller shall have performed all of its covenants in this Agreement.

     c.   Seller's  representations  and warranties in this  Agreement  shall be
          accurate  in all  material  respects  on and  as of  the  date  of the
          applicable Closing.

     d.   Seller shall have  executed and  delivered to Buyer a  certificate  in
          form and  substance  reasonable  satisfactory  to Buyer  stating  that
          Seller has  provided  to Buyer all Due  Diligence  Documents  and that
          Seller's Certificate is accurate and complete.

     e.   There shall not have been any material adverse change in the condition
          or value of any Asset,  including  any  reduction  in the value of any
          Asset by more than 2% resulting from fire, storm or other casualty.

13.  DEFAULT AND TERMINATION.

     a.   If Buyer commits a material breach of this Agreement and fails to cure
          that breach within 30 days after Seller gives Buyer written  notice of
          the  breach,  Seller may  terminate  this  Agreement  by giving  Buyer
          written notice of termination and,  subject to the liquidated  damages
          provision  in SECTION  7.B.  above,  may  pursue its other  rights and
          remedies under this Agreement and applicable law.

     b.   If Seller  commits a material  breach of this  Agreement  and fails to
          cure that  breach  within 30 days after  Buyer  gives  Seller  written
          notice of the breach,  Buyer may  terminate  this  Agreement by giving
          Seller  written notice of  termination,  shall be entitled to a prompt
          refund  of the  Escrow  Funds and may  pursue  its  other  rights  and
          remedies under this Agreement and applicable law.

14.  NOTICES. All notices and other  communications  required or permitted under
     this  Agreement  shall be in writing and shall be  delivered  by  certified
     mail,  return  receipt  requested,  by FedEx or  other  national  overnight
     delivery service,  or by facsimile or email followed by a confirmation copy
     in first  class mail,  to the  following  addresses  of the parties or such
     subsequent  addresses of which  either party gives the other party  written
     notice in accordance with this SECTION 14:

                  Delta Mills, Inc.
                  700 North Woods Drive
                  Greenville, South Carolina  29644
                  Attn:    Mr. Pat Danahy
                  Facsimile:  864-255-4165
                  Email:  pat.danahy@detamills.com

                                       12
<PAGE>

With a copy to:   James I. Warren, Esquire
                  Wyche, Burgess, Freeman, & Parham, P. A.
                  44 E. Camperdown Way
                  Greenville, South Carolina 29601
                  Facsimile:  864-235-8900
                  Email:  jwarren@wyche.com



                  Gibbs International, Inc.
                  9855 Warren H. Abernathy Highway
                  Spartanburg, South Carolina  29301
                  Attn:    Mr. John H. Gieser
                  Facsimile:  864-949-2660
                  Email:     jgieser@gibbsinternational.com


With copies to:   Stephen R. Hunting, Esquire
                  Parker, Poe, Adams & Bernstein LLP
                  Three Wachovia center, Suite 3000
                  401 South Tryon Street
                  Charlotte, North Carolina  28202
                  Facsimile:  704-335-9673
                  Email:   stevehunting@parkerpoe.com

and               F. Douglas P. Evans, Esquire
                  Brown, Massey, Evans, McLeod & Haynsworth, P.A.
                  106 Williams Street
                  Greenville, SC  29601
                  Facsimile:  864-242-6469
                  Email:  dougevans@bmemhlaw.com

15.  CONFIDENTIALITY. Except as otherwise provided in this Agreement, each party
     shall  keep  the  terms  and  conditions  of this  Agreement  confidential;
     PROVIDED  that each party may disclose the  existence of the  Agreement and
     the sale of the Assets described in this Agreement. Any public announcement
     relating to the execution of this Agreement or the Purchase Agreement shall
     be reasonably  acceptable  to both parties;  PROVIDED that either party may
     make any  disclosure  required  by  applicable  law,  including  applicable
     securities laws.

16.  GENERAL.

     a.   This Agreement may modified only by a written amendment signed by both
          parties. Any waiver under this Agreement must be in writing and signed
          by the waiving party to be effective. No failure or delay by any party

                                       13
<PAGE>

          in exercising any right, power or privilege under this Agreement shall
          operate as a waiver.

     b.   Except as expressly provided  otherwise in this Agreement,  each party
          shall bear its own costs and expenses incurred in connection with this
          Agreement.

     c.   Buyer  shall not assign its rights  under this  Agreement  without the
          prior written consent of Seller, and any attempted  assignment without
          that consent shall be void; PROVIDED that Buyer may assign some or all
          of its rights  under this  Agreement to an Assignee  without  Seller's
          consent.  The  provisions of this  Agreement  shall be binding on, and
          shall inure to the benefit of, the parties to this Agreement and their
          respective successors and permitted assigns.  There are no third party
          beneficiaries of this Agreement.

     d.   This  Agreement  shall be  governed  by the laws of the State of South
          Carolina,  excluding its conflict of laws principles. Buyer and Seller
          hereby  consent  and submit to the  jurisdiction  of the courts of the
          State  of  South  Carolina  and the  federal  district  court  for the
          District of South  Carolina  for the  purposes of this  Agreement or a
          breach of this  Agreement  and expressly  waive all  objections to the
          venue of those courts.

     e.   This  Agreement  may be executed in one or more  counterparts,  all of
          which  shall  be  considered  one and the same  agreement.  Signatures
          transmitted  by  facsimile  or  in a  .pdf  file  by  email  shall  be
          effective.

     f.   If any  term  or  condition  of this  Agreement  is  determined  to be
          invalid, void or unenforceable,  the remaining terms and conditions of
          this  Agreement  will  remain in full force and  effect.  Schedules  1
          through 4 attached to this  Agreement are  incorporated  by reference.
          The term "including" shall not be construed to be limiting.

     g.   This Agreement  constitutes  the entire  agreement of the parties with
          respect to the subject matter and supersedes all prior  agreements and
          undertakings,  written and oral,  with respect to the subject  matter;
          PROVIDED that the Escrow  Agreement is not superseded and shall remain
          in effect.  In  particular,  this  Agreement  supersedes the letter of
          intent  between  the  parties  relating  to the Assets and dated as of
          January 11, 2005 ("LOI"),  and the LOI shall be of no further force or
          effect.

IN WITNESS  WHEREOF,  the parties  hereby  execute this Agreement as of the date
first written above.

Delta Mills, Inc.                              Gibbs International, Inc.

By: /s/ William H. Hardman, Jr.                By: /s/ John Gieser
    --------------------------------              -----------------------
                                                  John Gieser, Vice President
Title: Chief Financial Officer



LIST OF ATTACHED SCHEDULES

Schedule 1        Assets
Schedule 2        Excluded Assets
Schedule 3        Equipment Buyer May Abandon