EXHIBIT 10.48

                                                                          6.1.07
                           PURCHASE AND SALE AGREEMENT

         This 4th day of June, 2007


1.       PARTIES

         Quaker Fabric Corporation of Fall River, a Massachusetts corporation,
         hereinafter called "SELLER," agrees to SELL

         and

         Nordic Properties, Inc., a Massachusetts corporation, and Whelan
         Associates, LLC, a Massachusetts limited liability company, jointly and
         severally, hereinafter called "BUYER," agrees to BUY, upon the terms
         hereinafter set forth, the following described premises:

2.       DESCRIPTION

         The land with the building and improvements thereon located at 81 Ferry
         Street, Fall River, Bristol County, Massachusetts, as more particularly
         described on Exhibit A attached hereto (hereinafter the "Premises").

3.       TITLE DEED

         The Premises are to be conveyed by a good and sufficient quitclaim
         deed, the form of which is attached hereto as Exhibit B, running to
         BUYER, or to the nominee designated by BUYER by written notice to
         SELLER at least three (3) business days before the deed is to be
         delivered as herein provided, and said deed shall convey a good and
         clear record and marketable title thereto, free from encumbrances,
         except for:

         (a) Provisions of existing building and zoning laws;

         (b) Such taxes for the then current year as are not due and payable on
             the date of the delivery of such deed;

                  (c) Easements, restrictions and agreements of record insofar
                  as in force and applicable;

                  (d) The occupancy of SELLER under a Use and Occupancy
                  Agreement in the form of Exhibit C to be entered into by
                  SELLER and BUYER at closing ("Occupancy Agreement"); and

                  (e) Any liens for municipal betterments assessed after the
                  date of this Agreement.

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         Any matter relating to the performance of this Agreement that is the
         subject of a title, practice or ethical standard of the Massachusetts
         Conveyancers Association shall be governed by the provision of said
         standard to the extent applicable.

4.       PURCHASE PRICE

         The agreed purchase price for the Premises (the "Purchase Price") is
         Three Million Three Hundred Thousand and 00/100 Dollars
         ($3,300,000.00), of which

         $ 150,000.00      shall be paid to Fidelity National Title Insurance
          -----------      Company ("Escrow Agent") as a deposit within one (1)
                           business day after the date of this Agreement  (the
                           "Initial Deposit");

         $ 150,000.00      shall be paid within one (1) business day after the
          -----------      expiration of the Inspection Period (as defined
                           below) should BUYER proceed with the transaction (the
                           "Final Deposit" and together with the Initial
                           Deposit, the "Deposit"), and

         $ 3,000,000.00    is to be paid by wire transfer of immediately
          -------------    available federal funds at the time of delivery and
                           recording of the deed in accordance with the terms of
                           this Agreement.

         ======================

         $  3,300,000.00     TOTAL
          --------------

5.       TIME FOR PERFORMANCE; DELIVERY OF DEED

         The delivery of the deed will take place at the offices of Wilmer
         Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston,
         Massachusetts or pursuant to customary escrow closing arrangements
         reasonably approved by SELLER and BUYER, at 10 a.m. on September 5,
         2007 (the "Closing Date"). It is agreed that time is of the essence in
         this Agreement.


6.       POSSESSION AND CONDITION OF PREMISES

         Full possession of the Premises is to be delivered at the time of the
         delivery of the deed, subject to the occupancy of SELLER as licensee
         under the Occupancy Agreement, the Premises to be then in the same
         condition as they are now, reasonable use and wear thereof excepted.
         BUYER shall be entitled to inspect the Premises prior to the delivery
         of the deed in order to determine whether the condition thereof
         complies with the terms of this clause.


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 7.      TITLE MATTERS; EXTENSION TO PERFECT TITLE OR MAKE PREMISES CONFORM

         (a) BUYER shall advise SELLER of any objections BUYER may have to title
         to the Premises at least seven (7) business days prior to the end of
         the Inspection Period ("BUYER's Title Notice"). SELLER shall notify
         BUYER as to whether SELLER elects to cure such title objections within
         five (5) days of BUYER's Title Notice, provided, however, that SELLER
         shall have no obligation to cure title objections except (a) voluntary
         monetary encumbrances of an ascertainable amount, which SELLER shall
         cause to be removed, discharged and released at or before the Closing,
         and (b) SELLER shall use reasonable efforts, up to a maximum
         expenditure of Thirty Thousand ($30,000.00) to cure any other title
         objections set forth in BUYER's Title Notice. Any title matter arising
         of record after the date for delivery of BUYER's Title Notice shall be
         subject to the same process as matters raised in BUYER's Title Notice.

         (b) If SELLER shall be unable to give title or to make conveyance, as
         herein stipulated, or if at the time of the delivery of the deed the
         Premises does not conform with the provisions hereof, then BUYER may,
         in BUYER's sole discretion, terminate this Agreement, in which event
         all payments made under this Agreement shall be refunded to BUYER, and
         all other obligations of the parties hereto shall cease and this
         Agreement shall be void and without recourse to the parties hereto, or,
         if the same constitutes a default of SELLER hereunder, BUYER shall have
         the remedies set forth in Section 17.

 8.      FAILURE TO PERFECT TITLE OR MAKE PREMISES CONFORM

         If at the expiration of the extended time SELLER shall have failed so
         to remove any defects in title, or make the Premises conform, as the
         case may be, all as herein agreed, then any payments made under this
         Agreement shall be forthwith refunded to BUYER and all other
         obligations of the parties hereto shall cease and this Agreement shall
         be void without recourse to the parties hereto.

9.       BUYER'S ELECTION TO ACCEPT TITLE

         In addition to BUYER's rights under the provisions of Sections 7 and 8
         above, BUYER shall have the election, at either the original or any
         extended time for performance, to accept such title as SELLER can
         deliver to the Premises in its then existing condition and to pay
         therefore the Purchase Price without deduction, in which case SELLER
         shall convey such title, except as otherwise provided in Section 12
         below.

10.      ACCEPTANCE OF DEED

         The acceptance of a deed by BUYER or its nominee as the case may be,
         shall be deemed to be a full performance and discharge of every
         agreement and obligation herein contained or expressed, except such as
         by the express terms hereof survive the Closing Date, or are to be
         performed after the Closing Date, and except for the performance of the
         parties under the Occupancy Agreement.



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11.      USE OF MONEY TO CLEAR TITLE

         To enable SELLER to make conveyance as herein provided, SELLER may, at
         the time of delivery of the deed, use the purchase money or any portion
         thereof to clear the title of any or all encumbrances or interests,
         provided that all instruments so procured are either recorded
         simultaneously with the delivery of said deed or thereafter consistent
         with customary Massachusetts conveyancing practice.

12.      INSURANCE AND RISK OF LOSS

         Until the delivery of the deed, SELLER shall maintain such insurance on
         the Premises as is presently in force. Notwithstanding anything to the
         contrary in this Agreement, risk of loss shall remain with SELLER
         through and including the Closing Date. SELLER shall promptly give
         notice to BUYER of any damage to the Premises by fire or other
         casualty. If the Premises, or any portion thereof, suffers any Material
         Damage (as hereinafter defined) prior to Closing from fire or other
         casualty, then BUYER may terminate this Agreement by delivering written
         notice to SELLER and Escrow Agent of such termination within ten (10)
         business days after SELLER notifies BUYER of the casualty, in which
         event, Escrow Agent shall refund the Deposit and all interest earned
         thereon whereupon this Agreement shall terminate and be of no further
         force and effect. If BUYER does not so terminate this Agreement, then
         BUYER shall pay the entire Purchase Price to SELLER on the Closing Date
         and SELLER shall deliver to BUYER, at Closing, any insurance proceeds
         actually received by SELLER in respect of such casualty, together with
         the amount of the deductible under SELLER's insurance policy, net of
         any costs incurred by SELLER in restoring the Premises, or assign to
         BUYER, at Closing, all of SELLER's right, title and interest in any
         claim to proceeds of any insurance covering such damage, and SELLER
         shall have no obligation to restore the Premises. In the event that
         BUYER does not terminate the Agreement hereunder on account of any
         casualty, then SELLER shall have no right to occupy the Premises on or
         after the Closing Date and BUYER shall have no obligation to execute
         and deliver the Occupancy Agreement on the Closing Date. If BUYER fails
         to timely deliver to SELLER written notice of termination of this
         Agreement as described above, or if the casualty has not resulted in
         Material Damage, then BUYER shall be deemed to have elected not to
         terminate this Agreement pursuant to the terms of this Section 12. For
         the purposes of this Section 12, the term "Material Damage" shall mean
         damage for which the restoration cost is $100,000 or more.

13.      ADJUSTMENTS

         Interest on the Deposit shall be credited to BUYER, unless the Deposit
         is retained by SELLER under the provisions of Section 17 below, in
         which event the Deposit with interest thereon shall be paid to SELLER.
         Taxes shall be prorated at Closing as of the date that is ninety (90)
         days after the Closing, in recognition of SELLER's post-closing
         occupancy of the Premises under the Occupancy Agreement. Water, sewer
         and other utility services shall be adjusted as of the date that SELLER
         vacates the Premises pursuant to the terms of the Occupancy Agreement.
         SELLER shall receive a credit for any deposits held by utility
         providers with respect to the Premises. SELLER shall be responsible for
         the payment of Massachusetts deed excise stamps. The parties shall
         share equally the expense of the Escrow Agent.

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14.      ADJUSTMENT OF UNASSESSED AND ABATED TAXES

         If the amount of said taxes is not known at the time SELLER vacates the
         Premises pursuant to the Occupancy Agreement, they shall be apportioned
         on the basis of the taxes assessed for the preceding fiscal year, with
         a reapportionment as soon as the new tax rate and valuation can be
         ascertained; and if the taxes which are to be apportioned shall
         thereafter be reduced by abatement, the amount of such abatement, less
         the reasonable cost of obtaining the same, shall be apportioned between
         the parties, provided that neither party shall be obligated to
         institute or prosecute proceedings for an abatement unless herein
         otherwise agreed.

15.      BROKER

         SELLER and BUYER each represents to the other that it has not dealt
         with any broker or agent in connection with this transaction other than
         Richards Barry Joyce & Partners, LLC and Giroux & Company (the
         "Brokers"). SELLER shall be solely responsible for payment of a 5%
         brokerage fee to Giroux & Company if, as and when title passes and
         consideration is paid (the "Commission Fee"), pursuant to a separate
         agreement with Giroux & Company. The Commission Fee shall be shared by
         the Brokers pursuant to the terms of a separate agreement between
         Richards Barry Joyce & Partners, LLC and Giroux & Company. Each party
         hereby indemnifies and holds harmless the other party from all loss,
         cost and expense (including reasonable attorneys' fees) arising out of
         a breach of its representation or undertaking set forth in this
         paragraph. The provisions of this paragraph shall survive the delivery
         of the deed or the termination of this Agreement.


16.      DEPOSIT

         Escrow Agent shall hold the Deposit accordance with the terms and
         provisions of this Agreement, subject to the following:



                  16.1. Obligations. Escrow Agent undertakes to perform only
                  such duties as are expressly set forth in this Agreement and
                  no implied duties or obligations shall be read into this
                  Agreement against Escrow Agent.

                  16.2. Reliance. Escrow Agent may act in reliance upon any
                  writing or instrument or signature which it, in good faith,
                  believes, and any statement or assertion contained in such
                  writing or instrument, and may assume that any person
                  purporting to give any writing, notice, advice or instrument
                  in connection with the provisions of this Agreement has been
                  duly authorized to do so. Escrow Agent shall not be liable in
                  any manner for the sufficiency or correctness as to form,
                  manner and execution, or validity of any instrument deposited
                  in escrow, nor as to the identity, authority, or right of any
                  person executing the same, and Escrow Agent's duties under
                  this Agreement shall be limited to those provided in this
                  Agreement.

                  16.3. Indemnification. Unless Escrow Agent discharges any of
                  its duties under this Agreement in a negligent manner or is
                  guilty of willful misconduct with regard to its duties under

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                  this Agreement, SELLER and BUYER shall indemnify Escrow Agent
                  and hold it harmless from any and all claims, liabilities,
                  losses, actions, suits or proceedings at law or in equity, or
                  other expenses, fees, or charges of any character or nature,
                  which it may incur or with which it may be threatened by
                  reason of its acting as Escrow Agent under this Agreement; and
                  in such connection SELLER and BUYER shall indemnify Escrow
                  Agent against any and all expenses including reasonable
                  attorneys' fees and the cost of defending any action, suit or
                  proceeding or resisting any claim in such capacity.

                  16.4. Disputes. If the parties (including Escrow Agent) shall
                  be in disagreement about the interpretation of this Agreement,
                  or about their respective rights and obligations, or the
                  propriety of any action contemplated by Escrow Agent, or the
                  application of the Deposit, Escrow Agent shall hold the
                  Deposit until the receipt of written instructions from both
                  SELLER and BUYER, or, in the absence of such agreement, a
                  final order of a court of competent jurisdiction. In addition,
                  in any such event, Escrow Agent may, but shall not be required
                  to, file an action in interpleader to resolve the
                  disagreement. Escrow Agent shall be indemnified for all costs
                  and reasonable attorneys' fees in its capacity as Escrow Agent
                  in connection with any such interpleader action and shall be
                  fully protected in suspending all or part of its activities
                  under this Agreement until a final judgment in the
                  interpleader action is received.

                  16.5. Counsel. Escrow Agent may consult with counsel of its
                  own choice and have full and complete authorization and
                  protection in accordance with the opinion of such counsel.
                  Escrow Agent shall otherwise not be liable for any mistakes of
                  fact or errors of judgment, or for any acts or omissions of
                  any kind, unless caused by its negligence or willful
                  misconduct.


17.      DEFAULT; DAMAGES

         If BUYER shall fail to fulfill BUYER's agreements herein prior to or as
         of the Closing Date, the Deposit made hereunder by BUYER shall be
         retained by SELLER as liquidated damages and forfeiture of the Deposit
         shall be SELLER's exclusive remedy at law and in equity for any default
         by BUYER prior to or as of the Closing Date. The provisions of this
         clause shall survive the delivery of the deed and shall supersede any
         agreement, obligation or legal rights of the parties that are contrary
         to the liquidation of damages provisions hereof. In the event SELLER
         breaches or fails, without legal excuse, to complete the sale of the
         Premises or to perform its obligations under this Agreement, BUYER may,
         as its sole remedies therefor, either (a) terminate this Agreement, and
         receive a return of the Deposit hereunder, or (b) bring an action for
         specific performance filed within thirty days following such breach.


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18.      LIMITATION OF LIABILITY; JOINT AND SEVERAL LIABILITY

         No present or future officer, director, member, manager, shareholder,
employee, trustee, beneficiary or representative of SELLER or BUYER shall be
personally liable for any obligations of SELLER or BUYER under this Agreement.
Nordic Properties, Inc. and Whelan Associates, Inc. are jointly and severally
liable for the obligations of BUYER hereunder.

19.      WARRANTIES OR REPRESENTATIONS

         SELLER represents and warrants to BUYER that:

                  (a) SELLER has received no written notice or citation from any
                  federal, state, county or municipal authority alleging any
                  violation of any law, regulation, ordinance, permit or order
                  relating to the Premises which has not been entirely
                  corrected;

                  (b) SELLER has received no written notice from any insurance
                  or bonding company of any defects or inadequacies in the
                  Premises which would affect the insurability of the Premises
                  or of any pending or threatened termination of any such
                  insurance or bond;

                  (c) There is no outstanding, or, to SELLER's actual knowledge,
                  threatened litigation, claims or proceedings before any court,
                  commission, agency or other administrative authority which
                  could affect the Premises or SELLER's ability to consummate
                  the transaction contemplated in this Agreement;

                  (d) SELLER has not received any written notice of any
                  threatened or pending condemnation proceedings affecting the
                  Premises;

                  (e) SELLER has all requisite power and authority to enter into
                  and perform this Agreement and to carry out the transactions
                  contemplated hereby;

                  (f) No bankruptcy or insolvency proceeding under the
                  Bankruptcy Code or any state bankruptcy or insolvency law
                  filed by or against SELLER is pending; and

                  (g) To Seller's actual knowledge, other than the Occupancy
                  Agreement, there are no outstanding contracts or agreements
                  relating to the operation, maintenance or management of the
                  Premises which will be binding on BUYER after the Closing
                  Date.

         19.2 As used throughout this Article 19, the phrase "to SELLER's actual
         knowledge," or phrases of similar import, shall mean the actual, not
         constructive or imputed, knowledge of Cynthia L. Gordan, without any
         obligation on the part of such individual to make any independent
         investigation of the matters being represented and warranted. Cynthia
         L. Gordan shall not be personally liable for any of the obligations of
         SELLER under this Agreement. Further, to the extent BUYER discovers
         prior to the Closing any inaccuracy in a representation and warranty of

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         SELLER in this Agreement and the Closing occurs, such representation
         and warranty shall be deemed modified to reflect the inaccuracy
         discovered by BUYER. SELLER's representations and warranties set forth
         in this Section 19 are made as of the date of this Agreement and shall
         survive the Closing for a period of nine (9) months, provided that
         SELLER's liability hereunder shall not exceed the sum of One Hundred
         Thousand ($100,000.00).


20.      CONSTRUCTION OF AGREEMENT; MISCELLANEOUS

         This instrument, executed in multiple counterparts, is to be construed
         as a Massachusetts contract, is to take effect as a sealed instrument,
         sets forth the entire contract between the parties, supersedes all
         prior agreements between SELLER and BUYER, is binding upon and inures
         to the benefit of the parties hereto and their respective heirs,
         devisees, executors, administrators, permitted successors and assigns,
         and may be canceled, modified or amended only by a written instrument
         executed by both SELLER and BUYER. This Agreement shall not be
         assignable by BUYER, except to an entity which is a parent, subsidiary
         or affiliate of BUYER, or a single purpose entity formed by BUYER and
         one or more investors for the purpose of acquiring the Premises. BUYER
         shall not record or file this Agreement, or a copy thereof, in or with
         the public records in which deeds are recorded or filed. If BUYER
         records or files this Agreement, the same shall constitute a default of
         BUYER hereunder. The captions and marginal notes are used only as a
         matter of convenience and are not to be considered a part of this
         Agreement or to be used in determining the intent of the parties.

21.      NOTICES

         Any notice required or desired hereunder shall be given in writing and
         shall be deemed duly delivered when deposited with a recognized
         overnight courier service, addressed as follows:

         (a) In the case of notice to SELLER:

                  Quaker Fabric Corporation of Fall River
                  941 Grinnell Street
                  Fall River, MA 02721-5215
                  Attn:  Cynthia L. Gordan, Esq., General Counsel
                  Fax Number: (508) 678-2656

                  with a copy to:

                  Wilmer Cutler Pickering Hale and Dorr LLP
                  60 State Street
                  Boston, MA 02109
                  Attn: Katharine E. Bachman, Esq.
                  Fax Number: (617) 526-5000

         (b) In the case of notice to BUYER:

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                  Nordic Properties, Inc.
                  15 Third Avenue
                  Burlington, MA 01803
                  Attn:    Ogden Hunnewell, President
                  Fax Number: (781) 270-0359

                  and

                  Whelan Associates, LLC
                  174 Union Street
                  New Bedford, MA 02740
                  Attn:    William Whelan, Jr.
                  Fax Number:  (508) 984-4101

                  with a copy to:

                  Rubin and Rudman LLP
                  50 Rowes Wharf
                  Boston, MA 02110
                  Attn: Paula M. Devereaux, Esq.
                  Fax Number: (617) 330-7055

          (c) In case of notice to ESCROW AGENT:

                  Fidelity National Title Insurance Company
                  133 Federal Street
                  Boston, MA 02110
                  Attn: Charles Dattola
                  Fax Number: (617) 350-8826

22.      INSPECTION PERIOD; AS-IS CONVEYANCE

         (a) BUYER shall have the period from the date of this Agreement through
         5:00 p.m. on August 3, 2007 ("Inspection Period"), to review title,
         survey, permitting, environmental, and other due diligence matters
         related to the Premises. All costs and expenses of this review shall be
         at the sole expense of the BUYER, including costs of title insurance,
         surveys, and environmental inspections. Any damage done by BUYER or
         BUYER's consultants shall be repaired by BUYER at BUYER's expense.
         BUYER hereby agrees to defend, indemnify, and hold SELLER harmless from
         and against any liability, loss, cost, or expense arising from such
         investigations. In no event shall BUYER have the right to perform any
         intrusive testing of the Premises without the consent of SELLER, which
         consent may be withheld by SELLER in its sole discretion. Prior to such
         entry, BUYER shall provide SELLER with a certificate of BUYER's or
         BUYER's consultants' commercial general liability insurance in the
         amount of One Million Dollars ($1,000,000) in a form reasonably
         satisfactory to SELLER, which certificate shall name SELLER as an
         additional insured. BUYER shall have the right to terminate this
         Agreement by written notice to SELLER prior to the expiration of the
         Inspection Period due to BUYER's dissatisfaction with such matters, in

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         BUYER's sole discretion. In the event of BUYER's election to terminate
         this Agreement prior to the expiration of the Inspection Period, and
         upon notice of such election timely given, this Agreement shall be null
         and void and of no legal effect except for the immediate return of the
         Initial Deposit hereunder, and for the indemnification obligation of
         BUYER hereunder. If BUYER does not so terminate this Agreement prior to
         expiration of the Inspection Period as aforesaid, this Agreement shall
         remain in full force and effect, and BUYER shall have no further right
         to terminate this Agreement or receive a refund of the Deposit under
         the provisions of this Section 22.

         (b) Except as otherwise provided in this Agreement BUYER, on behalf of
         itself and its successors and assigns, hereby acknowledges and agrees
         that BUYER shall acquire the Premises in its "as is, with all faults"
         condition, and waives its right to recover from, and forever releases
         and discharges, SELLER, its shareholders, directors, officers,
         employees, attorneys and agents of each of them, and their respective
         heirs, successors, personal representatives and assigns from any and
         all demands, claims, legal or administrative proceedings, losses,
         liabilities, damages, penalties, fines, liens, judgments, costs or
         expenses known or unknown, foreseen or unforeseen, that may arise on
         account of or in any way be connected with (i) the physical condition
         of the Premises, (ii) except with respect to SELLER's warranty of title
         set forth in the Deed, the condition of title to the Premises, (iii)
         the presence on, under or about the Premises of any hazardous or
         regulated substance, or (iv) the compliance of the Premises with any
         applicable federal, state or local law, rule or regulation. Without in
         any way limiting the provisions of Section 19 of this Agreement, the
         terms and provisions of this Section 22 shall survive delivery of the
         deed and/or termination of this Agreement.


23.      SELLER'S CLOSING DOCUMENTS.

         On the Closing Date, SELLER shall deliver to BUYER:

         (a)      the Quitclaim Deed;

         (b)      the Occupancy Agreement;

         (c)      a parties in possession and mechanics' and materialmen's lien
                  affidavit in form and substance sufficient to remove the
                  parties in possession and mechanics lien exceptions from the
                  standard ALTA title insurance policy;

         (d)      evidence of existence, organization and authority of SELLER
                  and the authority of persons executing documents on behalf of
                  SELLER satisfactory to the Escrow Agent;

         (e)      a signed closing statement;

         (f)      a FIRPTA Affidavit executed by SELLER in the form of Exhibit
                  D; and

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         (g)      any additional documents BUYER or Escrow Agent may reasonably
                  require for the proper consummation of the transactions
                  contemplated by this Agreement, provided that the same are
                  consistent with the terms of this Agreement.

24.      BUYER'S CLOSING DOCUMENTS.

         On the Closing Date, BUYER shall deliver to SELLER:

         (a)      the Occupancy Agreement;

         (b)      a signed closing statement;

         (c)      The balance of the Purchase Price and other sums to be paid by
                  BUYER hereunder; and

         (d)      any additional documents SELLER or Escrow Agent may reasonably
                  require for the proper consummation of the transactions
                  contemplated by this Agreement, provided that the same are
                  consistent with the terms of this Agreement.

                  [Remainder of page left intentionally blank.]



















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         EXECUTED as a sealed instrument as of the day and year first above
written.

SELLER:                   QUAKER FABRIC CORPORATION OF FALL RIVER,
                          a Massachusetts corporation


                          By: ______/s/________________
                          Name:   Larry A. Liebenow
                          Title:  President and CEO



BUYER:                    NORDIC PROPERTIES, INC.,
                          a Massachusetts corporation


                          By:_______/s/_______________
                          Name:   Ogden Hunnewell
                          Title:  President




                          WHELAN ASSOCIATES, LLC,
                          a Massachusetts limited liability company


                          By:______/s/________________
                          Name:   William N. Whelan
                          Title:  Manager


ESCROW AGENT:             FIDELITY NATIONAL TITLE INSURANCE COMPANY

                          By:    __________________________
                          Name:  __________________________
                          Title: __________________________





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The undersigned Brokers join in this Agreement for the purpose of being bound to
the provisions of Section 15 thereof.

                       RICHARDS BARRY JOYCE & PARTNERS, LLC


                       By:___________/s/_________________
                       Name:_________________________
                       Hereunto duly authorized


                       GIROUX & COMPANY


                       By:__________/s/__________________
                       Name:_________________________
                       Hereunto duly authorized









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                                    EXHIBIT A

                                LEGAL DESCRIPTION



Parcel I:



That certain parcel of land situated in Fall River, in the County of Bristol and
Commonwealth of Massachusetts, bounded and described as follows:



WESTERLY            by Almond Street six hundred twenty-nine and 64/100 (629.64)
                    feet;


NORTHERLY           by Ferry Street five hundred forty-two and 84/100 (542.84)
                    feet;


EASTERLY            by lands now or formerly of John C. Travis and Ken-Lac
                    Chemical Co., Inc. two hundred eighty-seven and 03/100
                    (287.03) feet;


NORTHERLY           by said Ken-Lac Chemical Co., Inc. land one hundred
                    forty-six and 39/100 (146.39) feet;


NORTHWESTERLY       by said Ken-Lac Chemical Co., Inc. land and said Travis land
                    one hundred fifty-eight (158) feet;


WESTERLY            by said Travis land one hundred fifty-one and 19/100
                    (151.19) feet;


NORTHERLY           by Ferry Street Ramp forty-seven and 10/100 (47.10) feet;


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EASTERLY            one hundred sixty-five and 37/100 (165.37) feet;


SOUTHEASTERLY       fifty-four and 76/100 (54.76) feet;


EASTERLY            twelve and 76/100 (12.76) feet;


SOUTHEASTERLY       six hundred sixty-seven and 23/100 (667.23) feet, and


SOUTHERLY           two hundred forty-nine and 62/100 (249.62) feet by land now
                    or formerly of the Old Colony Railroad Company.



All of said boundaries are determined by the Court to be located as shown upon
plan numbered 19349-A which is filed with Original Certificate of Title #798,
Book 4, Page 317, Fall River District of the Land Court, the same being compiled
from a plan drawn by Francis S. Borden, Civil Engineer, dated January 12, 1945,
and additional data on file in the Land Registration Office, all as modified and
approved by the court.



Parcel II:



A certain parcel of land with all the buildings and improvements thereon in Fall
River, being Plat 2, Lot 6 according to plans on file in the Assessor's Office.
Said parcel of land is bounded and described as follows:



A certain parcel of land delineated and shown on a plan recorded in the Bristol
County Fall River District Registry of Deeds in Book 484, Page 93 entitled "New
York, New Haven and Hartford Railroad, Real Estate and Right of Way Department,
Land in Fall River, Mass. to be conveyed to J. & J. Corrugated Box Corp., Scale:
1" = 100', Jan. 1947, bounded and described as follows:


                                       20
<PAGE>


Southerly by remaining railroad land in a line which begins at a point distant
26 feet northerly from the monumented base line of said railroad from Fall River
to Newport, measured radially thereto, and thence runs westerly 50.99 feet, in a
curve to the right of 1884.08 feet radius; concentric with said monumented base
line, to a point distant 26 feet northerly from said monumented base line,
measured at right angles thereto at station 32+ 45.31, and thence continues
westerly 220.69 feet, parallel to said monumented base line, to a point in the
southeasterly line of Almond Street, as laid out and established distant, 26
feet northerly from said monumented base line, measured at right of Almond
Street; thence northwesterly by Almond Street 107.21 feet and northeasterly
249.62 feet by land registered in Case #19349 in the Massachusetts Court of Land
Registration, containing 13,464 square feet, more or less.



Parcel III:



The land in Fall River, Bristol County, Massachusetts off of Ferry Street, shown
as Parcel 2 on a plan entitled "Plan of Land in Fall River, Massachusetts
(Bristol County) Prepared for Quaker Fabric" prepared by Schofield Brothers of
New England, Inc., dated June 19, 2001 and recorded with said Deeds in Plan Book
122, Page 11, containing 1500 square feet, more or less.











                                       21
<PAGE>


                                    EXHIBIT B

                                 QUITCLAIM DEED

         Quaker Fabric Corporation of Fall River, a Massachusetts corporation
("Grantor"), for consideration of Three Million Three Hundred Thousand and
00/100 Dollars ($3,300,000.00), grants to [Nordic Properties/Whelan Associates],
a _______________, the address of which is ______________________, with
quitclaim covenants, that certain parcel of land, together with all buildings
and other improvements thereon and all appurtenances thereto, such real property
being known as 81 Ferry Street, Fall River, in Bristol County, Massachusetts,
and being bounded and more particularly as described in Exhibit A attached
hereto and made a part hereof, subject all easements, agreements and
restrictions of record insofar as in force and applicable.

         The real property conveyed hereby is the same as that acquired by
grantor by a Quitclaim Deed, dated December 14, 1989 recorded with the Bristol
County Fall River District Registry of Deeds in Book 2232, Page 205, and filed
with the Bristol County Fall River District of the Land Court as Document No.
19885 (Transfer Certificate of Title No. 4825), and a Quitclaim Deed, dated July
2, 2001 recorded with the Bristol County Fall River District Registry of Deeds
in Book 4058, Page 39.

         The within conveyance does not constitute a sale of all or
substantially all of the real property owned by Grantor in the Commonwealth of
Massachusetts.

         IN WITNESS WHEREOF, this Quitclaim Deed has been executed as a sealed
instrument to be effective as of the ____ day of ____________, 2007.


                           QUAKER FABRIC CORPORATION OF FALL RIVER,
                           a Massachusetts corporation


                             By:    _______________________
                             Name:  _______________________
                             Title: _______________________






                                       22
<PAGE>


                                EXHIBIT A TO DEED

                                LEGAL DESCRIPTION
Parcel I:



That certain parcel of land situated in Fall River, in the County of Bristol and
Commonwealth of Massachusetts, bounded and described as follows:



WESTERLY            by Almond Street six hundred twenty-nine and 64/100 (629.64)
                    feet;


NORTHERLY           by Ferry Street five hundred forty-two and 84/100 (542.84)
                    feet;


EASTERLY            by lands now or formerly of John C. Travis and Ken-Lac
                    Chemical Co., Inc. two hundred eighty-seven and 03/100
                    (287.03) feet;


NORTHERLY           by said Ken-Lac Chemical Co., Inc. land one hundred
                    forty-six and 39/100 (146.39) feet;


NORTHWESTERLY       by said Ken-Lac Chemical Co., Inc. land and said Travis land
                    one hundred fifty-eight (158) feet;


WESTERLY            by said Travis land one hundred fifty-one and 19/100
                    (151.19) feet;


NORTHERLY           by Ferry Street Ramp forty-seven and 10/100 (47.10) feet;


                                       23
<PAGE>


EASTERLY            one hundred sixty-five and 37/100 (165.37) feet;


SOUTHEASTERLY       fifty-four and 76/100 (54.76) feet;


EASTERLY            twelve and 76/100 (12.76) feet;


SOUTHEASTERLY       six hundred sixty-seven and 23/100 (667.23) feet, and


SOUTHERLY           two hundred forty-nine and 62/100 (249.62) feet by land now
                    or formerly of the Old Colony Railroad Company.



All of said boundaries are determined by the Court to be located as shown upon
plan numbered 19349-A which is filed with Original Certificate of Title #798,
Book 4, Page 317, Fall River District of the Land Court, the same being compiled
from a plan drawn by Francis S. Borden, Civil Engineer, dated January 12, 1945,
and additional data on file in the Land Registration Office, all as modified and
approved by the court.



Parcel II:



A certain parcel of land with all the buildings and improvements thereon in Fall
River, being Plat 2, Lot 6 according to plans on file in the Assessor's Office.
Said parcel of land is bounded and described as follows:



A certain parcel of land delineated and shown on a plan recorded in the Bristol
County Fall River District Registry of Deeds in Book 484, Page 93 entitled "New
York, New Haven and Hartford Railroad, Real Estate and Right of Way Department,
Land in Fall River, Mass. to be conveyed to J. & J. Corrugated Box Corp., Scale:
1" = 100', Jan. 1947, bounded and described as follows:


                                       24
<PAGE>


Southerly by remaining railroad land in a line which begins at a point distant
26 feet northerly from the monumented base line of said railroad from Fall River
to Newport, measured radially thereto, and thence runs westerly 50.99 feet, in a
curve to the right of 1884.08 feet radius; concentric with said monumented base
line, to a point distant 26 feet northerly from said monumented base line,
measured at right angles thereto at station 32+ 45.31, and thence continues
westerly 220.69 feet, parallel to said monumented base line, to a point in the
southeasterly line of Almond Street, as laid out and established distant, 26
feet northerly from said monumented base line, measured at right of Almond
Street; thence northwesterly by Almond Street 107.21 feet and northeasterly
249.62 feet by land registered in Case #19349 in the Massachusetts Court of Land
Registration, containing 13,464 square feet, more or less.



Parcel III:



The land in Fall River, Bristol County, Massachusetts off of Ferry Street, shown
as Parcel 2 on a plan entitled "Plan of Land in Fall River, Massachusetts
(Bristol County) Prepared for Quaker Fabric" prepared by Schofield Brothers of
New England, Inc., dated June 19, 2001 and recorded with said Deeds in Plan Book
122, Page 11, containing 1500 square feet, more or less.









                                       25
<PAGE>


                                    EXHIBIT C

                           USE AND OCCUPANCY AGREEMENT


         This Use and Occupancy Agreement (the "Agreement") is dated as of
___________ ___, 2007 by and between [Nordic Properties/Whelan Associates], a
________________ having an address of ____________________ ("Licensor"), and
Quaker Fabric Corporation of Fall River, a Massachusetts corporation having an
address of 941 Grinnell Street, Fall River, Massachusetts 02721 ("Licensee").

                                    Recitals
                                    --------

         WHEREAS, Licensor is the owner of certain premises known as 81 Ferry
Street, Fall River, Bristol County, Massachusetts ("Property"); and

         WHEREAS, Licensor acquired the Property from Licensee as of the date
hereof pursuant to a Purchase and Sale Agreement dated as of ___________ ___,
2007 ("P & S"); and

         WHEREAS, Licensor and Licensee have agreed that Licensee may occupy the
Property ("Licensed Premises") following the closing of the transaction
contemplated by the P&S on the terms set forth below.

                                    Agreement
                                    ---------

         NOW, THEREFORE, in consideration of Ten Dollars ($10.00), and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and agreed, Licensor and Licensee hereby agree as follows:

         1. Capitalized Terms. Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to them in the P&S.

         2. License. Licensor hereby grants to Licensee the privilege to use the
Licensed Premises.

         3. Term. The term of this Agreement shall commence on the date hereof
and shall terminate on the later to occur of (i) the earlier of (a) the date
that is one hundred eighty (180) days after the date hereof, or (b) the date
upon which Licensee has delivered to Licensor written notice that Licensee has
vacated the Licensed Premises and delivered possession thereof to Licensor, or
(ii) the date that is ninety (90) days after the date hereof. At the time of
such termination, Licensee shall remove all its personal property, machinery and
equipment from the Licensed Premises and make all repairs necessitated by such
removal and shall leave the same broom-clean and in the same condition as exists
on the date hereof, reasonable wear and tear and casualty excepted. Any property
not removed by Licensee in accordance with the provisions of this Section 3
shall be deemed abandoned and, if Licensor so elects, deemed to be Licensor's
property and may be retained or removed and disposed of by Licensor in such
manner as Licensor shall determine and Licensee shall pay Licensor the entire
costs and expense incurred by it in effecting such removal and disposition and

                                       26
<PAGE>


in making any incidental repairs necessary to repair damage to the Licensed
Premises caused by such removal.

         4. Use. Licensee shall use the Licensed Premises for its business
activities, including the relocation of Licensee's personal property and
equipment therefrom. Licensee shall not make or permit or suffer to be made any
use of the Licensed Premises or any part thereof (i) which would violate any of
the covenants, agreements, terms, provisions and conditions of this License; or
(ii) which is in violation of law, ordinance or government regulation. Licensee
shall not make any alterations to the Licensed Premises without the written
consent of Licensor.

         5. Payment. Licensee shall pay to Licensor in advance on the first day
of each calendar month within the term of this Agreement a license fee in the
amount of $44,590.33. Amounts payable hereunder shall be pro rated on a per diem
basis for any partial month during the term. In the event of any holdover by
Licensee beyond the term specified in Section 3 above, such holdover shall be
subject to the terms of this Agreement and Licensee shall pay Licensor the
license fee specified above for each month of such holdover, pro rated on a per
diem basis for any partial month of such holdover by the Licensee. Should such
holdover continue ninety days (90) days beyond the specified term, then Licensee
shall pay Licensor charges at a rate equal to one and one-half (1.5) times the
monthly license fee as liquidated damages for each month such holdover continues
beyond such ninety (90) day period, pro rated on a per diem basis for any
partial month of Licensee holdover beyond such ninety (90) day period, without
limiting any other rights of Licensor on account of such holdover by Licensee.

         6. Utility Payments and Real Estate Taxes. Licensee shall be
responsible during the term of this Agreement for all utility charges to and for
the Licensed Premises. Licensee shall pay all utility charges directly to the
provider thereof for the period of the term of this Agreement and shall notify
Licensor of such provider upon the termination of this Agreement. Water, sewer
and other utility services shall be adjusted as of the date that Licensee
vacates the Premises pursuant to the terms of this Agreement and Licensee shall
have no obligation to pay utility charges allocable to any period thereafter.
Licensee shall be responsible for real estate taxes prorated on a per diem basis
for any period of Licensee's occupancy of the Licensed Premises following ninety
(90) days after the date of this Agreement. Licensee shall reimburse Licensor
for real estate taxes allocable to any such period within 30 days of Licensor's
request therefor with reasonable supporting documentation.

         7. Maintenance and Repair. Licensee shall be responsible for the costs
of operating and maintaining the Licensed Premises during the term of this
Agreement; provided, however, that Licensee shall have no obligation to make any
capital repairs or replacements to any structural element, roof, foundation,
heating, air-conditioning, ventilating, plumbing and/or electrical systems.
Licensor shall have no maintenance, repair or replacement obligation(s) with
respect to the Licensed Premises of during the term of this Agreement, except
that Licensor shall be responsible to ensure that the Licensed Premises complies
with applicable legal and insurance requirements relating to the Licensed
Premises (except to the extent arising from Licensee's particular business
operations in the Licensed Premises).

         8. Assignment and Subletting. No assignment of this Agreement or
sublicensing of the Licensed Premises or any part thereof shall be made by
Licensee. Neither all nor any part of Licensee's interest in the Licensed

                                       27
<PAGE>


Premises granted hereunder may be encumbered, assigned, or transferred, in whole
or in part, either by any act of Licensee or by operation of law. Licensee shall
not permit or suffer the Licensed Premises to be used by anyone other than the
employees and agents of Licensee.

         9. Licensor not Liable. All property of Licensee in the Licensed
Premises shall be at the sole risk and hazard of Licensee and if the whole or
any part thereof shall be lost, destroyed or damaged by fire, theft or
otherwise, no part of said loss or damage is to be charged to or borne by
Licensor, and Licensee agrees to defend and hold Licensor harmless from and
against any and all liabilities, obligations, penalties, claims, costs, charges
and expenses, including, but not limited to, reasonable attorneys' fees, based
upon or arising out of the foregoing. In no event shall any stockholder,
officer, director, partner, member, employee or agent of Licensor have any
liability hereunder, and Licensee shall not seek personal recourse against any
such parties or their personal assets.

         10. Indemnification. Licensee shall defend, indemnify and save harmless
Licensor and Licensor's partners, agents and employees from and against any and
all liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including, but not limited to, reasonable attorneys' fees, which may
be incurred by Licensor by reason of, or arising directly or indirectly from,
out of, or in connection with, any negligent or wrongful act or wrongful
omission of Licensee, its agents, employees, contractors or invitees in or about
the Licensed Premises, or any failure on the part of Licensee to perform or
comply with any of the terms, conditions or provisions of this License,
including, without limitation, the disposal or release of any oil or hazardous
materials during the term of this Agreement, and Licensee's failure to yield up
and surrender the Licensed Premises in accordance with the provisions of Section
3 of this Agreement within ten (10) days after the expiration of the term of
this Agreement. Licensor expressly acknowledges that the provisions of this
Section 10 shall not impose upon Licensee any liability for matters existing or
arising prior to the date of this Agreement, the same being governed by the
terms of the P&S.

         11. Insurance. Each of Licensor and Licensee shall maintain commercial
general liability insurance in commercially reasonable amounts with reputable
insurers licensed to do business in the Commonwealth of Massachusetts with
respect to the Licensed Premises. Licensor shall maintain casualty insurance
with respect to the Property, and Licensee shall maintain property insurance
with respect Seller's equipment in the Licensed Premises, each of which policies
shall be for full replacement value or fair market value of such Property or
personal property with reputable insurers licensed to do business in the
Commonwealth of Massachusetts. Any insurance carried by either party with
respect to the Property or property therein or occurrences thereon shall include
a clause or endorsement denying to the insurer rights of subrogation against the
other party. Each party, notwithstanding any provisions of this Agreement to the
contrary, hereby waives any rights of recovery against the other for injury or
loss due to hazards covered by such insurance to the extent of the
indemnification received thereunder.

         12. Licensor Mortgage Provisions. This Agreement is subject and
subordinate to all mortgages (collectively, "Mortgages") which may now or
hereafter affect the Licensed Premises and to all renewals, modifications,
consolidations, replacements and extensions of any such Mortgages. Licensee
covenants and agrees to attorn to any holder of such Mortgage and to execute and


                                       28
<PAGE>


deliver such commercially reasonable instruments with respect to this Agreement
as the holder of any such Mortgage may request in writing, within ten (10)
business days of the date of such request.

         13. Notices. Any notice under this License must be in writing and shall
be delivered in accordance with Section 21 of the P&S.

         14. Access. Licensor shall have access to the Licensed Premises upon
reasonable prior written notice to Licensee, provided that any such access shall
not interfere with Licensee's business activities in the Licensed Premises.

         15. Miscellaneous. This instrument embodies the entire agreement
between the parties relative to the subject matter hereof, and shall not be
modified, changed, or altered in any respect, except in writing. This Agreement
shall be construed and enforced in all respects in accordance with the laws of
the Commonwealth of Massachusetts. Licensee recognizes that the occupancy hereby
allowed is permissive only and that no tenancy or lease is created hereby.

                  [Remainder of page left intentionally blank.]

















                                       29
<PAGE>



                                        LICENSOR:

                                        [Nordic Properties/Whelan Associates]


                                        By:______________________________



                                        LICENSEE:

                                        QUAKER FABRIC CORPORATION OF FALL RIVER


                                        By:______________________________













                                       30
<PAGE>


                                    EXHIBIT D

                               FIRPTA CERTIFICATE

                  To inform [Nordic Properties/Whelan Associates], a ___________
("Transferee"), that withholding of tax under Section 1445 of the Internal
Revenue Code of 1986, as amended (the "Code"), will not be required upon the
transfer of certain real property to Transferee by Quaker Fabric Corporation of
Fall River ("Transferor"), Transferor hereby certifies the following:

                  1. Transferor is not a foreign corporation, foreign
partnership, foreign trust or foreign estate (as those terms are defined in the
Code and the regulations promulgated thereunder);

                  2. Transferor's U.S. employer identification number is:
[__________]; and

                  3. Transferor's office address is 941 Grinnell Street, Fall
River, MA 02721-5215.

                  Transferor understands that this Certification may be
disclosed to the Internal Revenue Service by Transferee and that any false
statement contained herein could be punishable by fine, imprisonment, or both.

                  Under penalty of perjury, Transferor declares that it has
examined this Certification and that to the best of its knowledge and belief it
is true, correct and complete.

                              Dated as of the ____ day of ___________, 2007.


                                       QUAKER FABRIC CORPORATION OF FALL RIVER,
                                       a Massachusetts corporation

                                       By:      _______________________
                                       Name:    _______________________
                                       Title:   _______________________









                                       31