EXHIBIT 10.11

                            ASSET PURCHASE AGREEMENT

            THIS AGREEMENT, dated as of August 2, 1996, among BRAZOS SPORTSWEAR,
INC., a Texas corporation (the "Purchaser"), PLYMOUTH MILLS, INC., a New York
corporation (the "Company"), and ALAN ELENSON and JOANN ELENSON (together, the
"Shareholders");

                              W I T N E S S E T H:

            WHEREAS, the parties desire that the Purchaser acquire substantially
all of the assets, rights and properties of the Company, on the terms and
subject to the conditions hereinafter set forth;

            NOW, THEREFORE, the parties agree as follows:

            1.    PURCHASE AND SALE OF ASSETS.

                  1.1 TRANSFER OF ASSETS BY THE COMPANY. Subject to the
            provisions of this Agreement, the Company agrees to sell and the
            Purchaser agrees to purchase, at the Closing referred to in Section
            2.1, all of the properties, assets, rights and business of the
            Company of every kind and description, tangible and intangible,
            wherever located, as they shall exist as of the Effective Date,
            including, but not limited to, all of the following- described
            assets and rights but excluding those described in Section 1.2:

                        (i) accounts and notes receivable;

                        (ii) goods and inventories, including raw materials,
                  work-in-process and finished goods;

                        (iii) machinery, equipment, motor vehicles, furniture,
                  fixtures, supplies, tools and other fixed assets and property,
                  plant and equipment;

                        (iv) the rights of the Company under the Real Property
                  Subleases described on Schedule 3.7, the Product Licenses
                  described on Schedule 3.12, all of the other Contracts
                  described on Schedule 3.13 which are identified thereon as
                  being assumed by the Purchaser, and all of the Contracts of
                  the Company of the type described in clauses (iii) through
                  (vi) of Section 3.13 (collectively, the "Assumed Contracts");

                        (v) all rights to the name "Plymouth Mills," as well as
                  all other products and brand names used by the Company, and
                  all trademarks, trade names, patents, processes, copyrights,
                  know-
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                  how and similar intangible rights, and all goodwill
                  associated with the foregoing;

                        (vi) all permits, licenses, customer lists, books,
                  records, brochures and literature, rights in unemployment
                  compensation, industrial accident and other similar funds, and
                  prepaid items (including, without limitation, prepaid
                  royalties); and

                        (vii) all other assets, rights and properties owned or
                  held by the Company as of the Effective Date, excluding those
                  described in Section 1.2.

            All of the foregoing-described assets, rights and properties of the
            Company to be sold, assigned and transferred to the Purchaser are
            herein collectively referred to as the "Assets."

            It is specifically intended that the Assets shall include, but shall
            not be limited to, all assets of the Company in existence on the
            Effective Date that, in accordance with GAAP, would properly be
            reflected in a balance sheet on the Effective Date. At the Closing,
            the Company shall convey to the Purchaser all of the Assets, free
            and clear of any and all Liens.

                  1.2 RETAINED ASSETS. Notwithstanding Section 1.1 above, the
            following properties, assets, rights and interests (the "Retained
            Assets") are hereby excluded from the purchase and sale contemplated
            hereby and are therefore not included in the Assets:

                        (i) cash and cash equivalents;

                        (ii) the personal items described on Schedule 1.2(ii)
                  hereto;

                        (iii) the corporate records, minutes of proceedings,
                  stock records and corporate seal of the Company, and any
                  shares of capital stock held in the treasury of the Company;

                        (iv) any prepaid federal, state and local income taxes
                  of the Company, and any rights to or claims for federal, state
                  and local income tax refunds; and

                        (v) the rights of the Company under this Agreement.

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                  1.3   PURCHASE PRICE.  The purchase price for the
            Assets (the "Purchase Price") shall, subject to
            adjustment as provided in paragraph (e) below, be the SUM
            of (i) $25,000,000 PLUS (ii) the Earnout Amount (as
            defined in paragraph (d) below).  Of the Purchase Price:

                        (a) The sum of $18,000,000 shall be payable to the
                  Company in cash at the Closing, by wire transfer to such
                  account or accounts in the United States as the Company shall
                  designate in writing at least three (3) business days prior to
                  the Closing.

                        (b) The sum of $4,000,000 shall be represented by the
                  Junior Subordinated Debenture of BSI Holdings, Inc., a
                  Delaware corporation and the Purchaser's corporate parent
                  ("Parent"), dated the Effective Date payable to the Company in
                  the principal amount of such sum, such Debenture to be in
                  substantially the form of Exhibit A-1 attached hereto, with
                  the blanks completed as appropriate (the "Purchase
                  Debenture").

                        (c) The sum of $3,000,000 shall be represented by the
                  Junior Subordinated Debenture of Parent dated the Effective
                  Date payable to the Company in the principal amount of such
                  sum, such Debenture to be in substantially the form of Exhibit
                  A-2 attached hereto, with the blanks completed as appropriate
                  (the "Rolling Debenture"). At all times while the Rolling
                  Debenture is outstanding, up to (but not exceeding) $1,000,000
                  of the outstanding principal amount thereunder shall be
                  guaranteed by Equus, pursuant to the Guaranty Agreement to be
                  dated the Effective Date from Equus in favor of the Company
                  and in substantially the form of Exhibit A-4 hereto (the
                  "Guaranty").

                        (d) If the cumulative EBITDA of the Operations for the
                  twelve-month period of operations ending September 30, 1996 is
                  more than $4,500,000 ("Baseline EBITDA"), then, as additional
                  Purchase Price, the Purchaser shall pay the Company an amount
                  (the "Earnout Amount") equal to the product of (i) 2.5
                  MULTIPLIED BY (ii) the amount by which such cumulative EBITDA
                  exceeds the Baseline EBITDA. Of the Earnout Amount:

                              (I) Fifty percent (50%) thereof shall be paid to
                        the Company in cash by wire transfer to such account or
                        accounts in the United

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                        States as the Company shall designate in writing to the
                        Purchaser; and

                              (II) Fifty percent (50%) thereof shall be
                        represented by Parent's Junior Subordinated Debenture
                        dated September 30, 1996 payable to the Company in the
                        principal amount of such sum (in two equal annual
                        installments due on or before March 31, 1998 and 1999),
                        such Debenture to bear interest and otherwise be in
                        substantially the form of Exhibit A-3 attached hereto,
                        with the blanks completed as appropriate (the "Earnout
                        Debenture").

                  The Purchaser shall, at its own expense, cause the financial
                  statements of the Operations for the twelve-month period
                  ending September 30, 1996 to be audited by Mahoney Cohen
                  Rashba & Pokart, CPA, P.C., New York, New York ("Mahoney"), or
                  another certified public accounting firm reasonably acceptable
                  to the parties, and the parties shall jointly instruct such
                  accounting firm to deliver to the parties its calculation as
                  to the amount of the Earnout Amount under this paragraph (d),
                  calculated in accordance with such audited financial
                  statements. In connection with such audit, the Purchaser may
                  have its own accounting firm, Arthur Andersen LLP, review the
                  audit work of the accounting firm performing such audit. The
                  calculation by Mahoney of the Earnout Amount shall be final
                  and binding on the parties unless the Company receives, within
                  30 days after the date of Mahoney's calculation, a written
                  notice from the Purchaser stating with particularity any
                  disagreements it has with such calculation of the Earnout
                  Amount. Any disagreements between the parties with respect to
                  the calculation of the Earnout Amount shall be resolved in
                  accordance with paragraph (f) below. The Purchaser's
                  obligation to pay the cash portion of the Earnout Amount shall
                  also be covered by the Guaranty, to the extent and in the
                  manner described in Exhibit A-4. If and to the extent the cash
                  portion of the Earnout Amount under clause (I) above is not
                  paid within ten business days after final resolution of the
                  calculation of the Earnout Amount, such unpaid portion shall
                  bear interest from and after such date at the rate of seven
                  and three quarters percent (7.75%) per annum, provided that
                  such rate shall increase, as of the last day of the full
                  calendar month following the month in which such interest
                  begins to accrue and on the last day of

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                  each calendar month thereafter, by one percent (1%) per annum,
                  up to (but not exceeding) a maximum of eighteen percent (18%)
                  per annum, until such cash portion of the Earnout Amount has
                  been paid in full.

                        (e) In addition to the foregoing, if the Effective Date
                  Net Worth is other than $11,847,150 (the "Baseline Net
                  Worth"), then (i) if the Effective Date Net Worth is more than
                  the Baseline Net Worth, the Purchaser shall pay the amount of
                  the difference to the Company, and (ii) if the Effective Date
                  Net Worth is less than the Baseline Net Worth, the Company
                  shall pay the amount of the difference to the Purchaser. Any
                  such amount payable under this paragraph (e) shall be payable
                  in cash by wire transfer to such account or accounts in the
                  United States as the payee shall designate in writing. Within
                  30 days after the Closing Date, the Company shall, at its own
                  expense, cause Mahoney, or another certified public accounting
                  firm reasonably acceptable to the parties, to perform a review
                  of the balance sheet of the Operations as of the Effective
                  Date, and the parties shall jointly instruct such accounting
                  firm to deliver to the parties its calculation as to the
                  amount of the Effective Date Net Worth under this paragraph
                  (e), calculated in accordance with such reviewed balance
                  sheet. For purposes of determining Effective Date Net Worth,
                  there shall be no allowance for doubtful accounts, except for
                  the reserve in the amount of $150,907.62 for Doubtful Accounts
                  as shown on Schedule 3.9. In connection with such review, the
                  Purchaser may have its own accounting firm, Arthur Andersen
                  LLP, oversee the work of the accounting firm performing such
                  review. The calculation by Mahoney of the Effective Date Net
                  Worth shall be final and binding on the parties unless the
                  Company receives, within 30 days after the date of Mahoney's
                  calculation, a written notice from the Purchaser stating with
                  particularity any disagreements it has with such calculation
                  of the Effective Date Net Worth. Any disagreements between the
                  parties with respect to the calculation of the Effective Date
                  Net Worth shall be resolved in accordance with paragraph (e)
                  below.

                        (f) If the Purchaser does not dispute the calculation of
                  the Earnout Amount under paragraph (d) above or the amount of
                  the Effective Date Net Worth under paragraph (e) above, as
                  applicable,

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                  then the appropriate amount shall be paid within ten business
                  days after the Purchaser's acceptance or deemed acceptance of
                  such calculation. However, in case of any disagreement between
                  the parties with respect to either such calculation, as
                  applicable, the parties shall meet in person in New York, New
                  York to attempt to resolve any and all differences, but if any
                  disagreement remains after 30 days following the date of the
                  Purchaser's protest letter, then either party may submit the
                  disputes to a partner in the New York, New York office of a
                  "big six" certified public accounting firm, other than Arthur
                  Andersen LLP, who, acting as an expert and not as a
                  consultant, taking into account such materials, information
                  and factors as such partner deems advisable, shall resolve all
                  such disputes and whose decision shall be final and binding
                  upon the parties. The fees and disbursements of such expert
                  shall be borne equally between the parties. All payments under
                  paragraphs (d) and (e) above (including the delivery of the
                  Earnout Debenture, if applicable) shall occur within ten
                  business days following final resolution under this paragraph
                  (f).

                        (g) At or prior to Closing the parties shall negotiate
                  in good faith regarding, and shall agree upon, the allocation
                  of the Purchase Price among the Assets in accordance with
                  Section 1060 of the Code, and shall file their respective
                  federal income Tax returns in accordance therewith.

                  1.4 ASSUMPTION OF LIABILITIES. The Purchaser, upon the sale
            and purchase of the Assets, shall, subject to Section 1.5 below,
            assume and agree to pay or discharge only the following liabilities
            and obligations of the Company (collectively, the "Assumed
            Liabilities"):

                        (i) trade and accounts payable incurred in the ordinary
                  course of business, and accrued expenses; and

                        (ii) obligations of the Company arising on or after the
                  Effective Date under Assumed Contracts.

                  The assumption by the Purchaser of the Assumed Liabilities
            shall not enlarge any rights or remedies of any third parties under
            any Contracts with the Company. Nothing herein shall prevent the
            Purchaser from contesting in good faith any of the Assumed
            Liabilities. At the Closing, the Purchaser shall deliver to the Com-

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            pany an instrument, dated as of the Effective Date and reasonably
            satisfactory in form and substance to the Company, pursuant to which
            the Purchaser will assume the Assumed Liabilities.

                  1.5 LIMITATIONS ON ASSUMPTION. Notwithstanding Section 1.4
            above, the Purchaser will not assume and does not agree to pay or
            discharge any obligations or liabilities of the Company not
            specifically included in the Assumed Liabilities and, in particular,
            the Purchaser shall not assume or agree to pay or discharge any of
            the following:

                        (i) liabilities and obligations for borrowed money
                  (including, without limitation, any obligations under letters
                  of credit issued for the account of the Company);

                        (ii) liabilities or obligations with respect to all
                  Taxes based on income or profits including, without
                  limitation, all Taxes of the Company arising out of or
                  relating to any of the transactions contemplated hereby;

                        (iii) liabilities of the Company or the Shareholders for
                  costs and expenses incurred in connection with the
                  preparation, negotiation, execution and delivery of this
                  Agreement and the consummation of the transactions
                  contemplated hereby;

                        (iv) liabilities or obligations of the Company under
                  this Agreement or the Documents contemplated hereby;

                        (v) any losses, costs, damages or expense based upon or
                  arising from any claims, litigation, legal proceedings or
                  other actions against the Company based upon any set of facts
                  occurring prior to the Closing;

                        (vi) all personal injury, product liability claims,
                  claims of environmental damage, claims of hazards to health,
                  strict liability, toxic torts, enforcement proceedings,
                  cleanup orders and other similar actions or claims instituted
                  by private parties or any Governmental Authority, with respect
                  to the operation of the Company prior to Closing; or

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                        (vii) any other liability or obligation not specifically
                  included within the Assumed Liabilities.

                  1.6 INSTRUMENTS OF TRANSFER. At the Closing, the Company shall
            deliver to the Purchaser such instruments of transfer, assignment
            and conveyance, including (without limitation) bills of sale,
            Contract assignments and assignments of motor vehicle registrations,
            all dated as of the Effective Date, transferring title to the Assets
            to the Purchaser as may reasonably be requested by the Purchaser.
            Such instruments shall be reasonably satisfactory in form and
            substance to the Purchaser and shall vest in the Purchaser good and
            marketable title to all the Assets, free and clear of all Liens.

                  1.7 DELIVERY OF RECORDS AND CONTRACTS. At the Closing, the
            Company will deliver to the Purchaser all of the Contracts of the
            Company constituting a portion of the Assets, with such assignments
            thereof and consents to assignment as the Purchaser shall deem
            necessary to assure the Purchaser of their full benefit.
            Simultaneously with such deliveries, the Company shall take all
            requisite steps to put the Purchaser in actual possession and
            operating control of the Assets and all of the Com- pany's business
            records, books and other data.

                  1.8 TAXES. Any sales or transfer taxes which may be payable in
            connection with the sale of the Assets under this Agreement shall be
            borne by the Purchaser.

                  1.9 FURTHER ASSURANCES. The Company and the Shareholders shall
            from time to time after the Closing, without further consideration,
            execute and deliver such instruments of transfer, conveyance and
            assignment (in addition to those delivered pursuant to Section 1.6),
            and shall take such other action, as the Purchaser may reasonably
            request to more effectively transfer, convey and assign to and vest
            in the Purchaser, and to put the Purchaser in actual possession and
            control of, each of the Assets.

            2.    THE CLOSING.

                  2.1 TIME AND PLACE. The Closing shall occur at the offices of
            Parker Chapin Flauttau & Klimpl, L.L.P., at 9:00 a.m. on August 9,
            1996, or on such other date thereafter as may be designated by the
            Purchaser upon at least two business days' advance notice to the
            Company, but in no event later than August 31, 1996. The date and
            time of the Closing is herein called the "Closing Date". All action
            to be taken at the Closing as hereinafter set

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            forth, and all documents and instruments executed and delivered, and
            all payments made with respect thereto, shall be considered to have
            been taken, delivered or made simultaneously, and no such action or
            delivery or payment shall be considered as complete until all action
            incident to the Closing has been completed.

                  2.2 EFFECTIVE DATE. Notwithstanding any other provision of
            this Agreement or any Exhibit or Schedule hereto or Document
            executed in connection herewith, the Closing shall be deemed to
            occur, for Tax, accounting and all other purposes, effective as of
            the close of business on the Effective Date. From the Effective Date
            through the Closing Date and thereafter, all operations, revenues
            and assets of the Operations shall be for the account of and shall
            belong to the Purchaser. During such interim period, the Operations
            shall be conducted in the ordinary course and, in particular, no
            principal amortization shall be made, no extraordinary payments
            shall be made, and no transactions entered into or commitments made
            outside the ordinary course.

                  2.3   RELATED TRANSACTIONS.  In addition to the pur-
            chase and sale of the Assets, the following transactions
            shall take place at the Closing:

                        (i) the Purchaser shall cause Parent to issue and
                  deliver to the Company a Warrant, in substantially the form of
                  Exhibit B attached hereto (the "Effective Date Warrant"), to
                  purchase an aggregate of 30,000 shares of Common Stock, $.01
                  par value ("Common Stock"), of Parent;

                        (ii) the Purchaser, as tenant, and the Shareholders, as
                  landlord, shall execute and deliver to the other a Lease
                  Agreement to be dated the Effective Date and in substantially
                  the form of Exhibit C hereto (the "Lease Agreement"), covering
                  all of the Leased Real Property and improvements thereon as
                  described on Schedule 3.6;

                        (iii) the Purchaser and the Shareholders shall execute
                  and deliver to each other a Non- Competition Agreement to be
                  dated the Effective Date and in substantially the form of
                  Exhibit D hereto (the "Non-Competition Agreement");

                        (iv) the Purchaser and each Shareholder shall each
                  execute and deliver to the other an Employment Agreement to be
                  dated the Effective Date and in substantially the forms of
                  Exhibits E-1 and

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                  E-2 hereto (collectively, the "Employment Agreements"); and

                        (v) Parent shall cause to be executed by all of the
                  members of its Board of Directors a unanimous written consent
                  under which (x) the number of directors constituting the whole
                  Board of Directors of Parent shall be increased by one, and
                  (y) whomever of the Shareholders as they shall direct prior to
                  the Closing shall be elected as a member of the Board of
                  Directors to fill the vacancy created by such increase in the
                  number of directors, to serve in such position for so long as
                  the Shareholders shall desire until the Debentures are no
                  longer outstanding, provided that the person occupying such
                  Board position shall, if requested by Parent, immediately
                  resign upon payment in full of the Debentures.

            The parties agree that all Warrants issued or issuable under this
            Agreement shall be deemed to be issued for a value of $.01 per share
            of Common Stock covered by each such Warrant.

            3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
      SHAREHOLDERS. The Company and the Shareholders jointly and severally
      represent and warrant to and agree with the Purchaser that:

                  3.1 ORGANIZATION AND EXISTENCE. The Company is a corporation
            duly organized, validly existing and in good standing under the laws
            of the State of New York, and has all requisite corporate power to
            enter into and perform its obligations under this Agreement.

                  3.2 OWNERSHIP OF THE COMPANY. The Shareholders collectively
            own and hold all of the issued and outstanding capital stock of the
            Company.

                  3.3 FINANCIAL STATEMENTS. The Company and the Shareholders
            have delivered to the Purchaser true and complete copies of the
            Financial Statements. The Financial Statements are correct and
            complete, have been prepared in accordance with the books and
            records of the Company and present fairly the financial positions of
            the Company at the dates thereof and the results of its operations
            for the periods then ended, in each case in accordance with GAAP.

                  3.4 ABSENCE OF UNDISCLOSED LIABILITIES. Except as set forth in
            the Company Balance Sheet, the Company has no, and none of its
            assets and properties is subject to

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            any, liabilities or obligations of any kind or nature, other than
            unsecured trade accounts payable and accrued expenses arising in the
            ordinary course of business since the date of the Company Balance
            Sheet.

                  3.5 TITLE TO AND STATUS OF PROPERTIES. All assets, rights and
            properties required in the conduct of the business of the Company
            are owned by it and are included within the Assets or are validly
            leased by it under Assumed Contracts, except for the showroom office
            lease described in Section 7.12. The Company is in actual possession
            and control of all properties (including Real Property) owned or
            leased by it which are required in the conduct of its business, and
            as of the Effective Date will have good and marketable title to all
            of the Assets, including without limitation, all properties and
            assets reflected in the Company Balance Sheet (other than properties
            and assets reflected in such balance sheet that have been sold or
            otherwise disposed of in the ordinary course of business subsequent
            to the date of the Company Balance Sheet), free and clear of all
            Liens, other than (i) Liens to be fully released and discharged at
            or prior to Closing, or (ii) as otherwise described on Schedule 3.5.

                  3.6 REAL PROPERTY. The Company has no ownership interest in
            any Real Property. Schedule 3.6 sets forth a legal description of
            each parcel of the Leased Real Property. In addition, Schedule 3.6
            briefly describes each building and major structure and improvement
            thereon. All of the Leased Real Property described on Schedule 3.6
            is all the Real Property necessary for the conduct of the Company's
            business as presently conducted. The Company has not granted any
            sublease, license or right to the use or possession over any portion
            of any Leased Real Property to any other Person, other than under
            the Real Property Subleases described on Schedule 3.6, true and
            complete copies of which have been delivered to the Purchaser. Each
            such Real Property Sublease is in full force and effect, and neither
            the Company nor, to the Company's knowledge, the sublessee
            thereunder is in default thereof. There is not pending nor, to the
            knowledge of the Company, threatened any proceeding for the taking
            or condemnation of the Leased Real Property or any portion thereof.
            None of the buildings, structures or improvements located on any
            parcel of the Leased Real Property, or the operation or maintenance
            thereof as now operated or maintained, contravenes any zoning
            ordinance or other administrative regulation or violates any
            restrictive covenant or any provision of law, the effect of which
            would interfere with or prevent their continued use for the purposes
            for

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            which they are now being used. None of the Leased Real Property is
            located within an area that has been designated by the Federal
            Insurance Administration, the Army Corp of Engineers or any other
            governmental agency as being subject to special flooding hazards.
            The Company is not a "foreign person" (as defined in Section
            1445(f)(3) of the Code, and the regulations issued thereunder), and
            the Company shall deliver at Closing a non-foreign affidavit in
            recordable form containing such information as shall be required by
            Code Section 1445(b)(2) and the regulations issued thereunder.

                  3.7 ABSENCE OF CHANGES OR EVENTS. Since the date of the
            Company Balance Sheet, the Company has not, except as described on
            Schedule 3.7:

                        (i) experienced any material adverse change in its
                  condition (financial or otherwise), business, assets,
                  liabilities or prospects;

                        (ii) borrowed or agreed to borrow any funds or incurred,
                  or become subject to, any absolute or contingent obligation or
                  liability, except obligations and liabilities incurred in the
                  ordinary course of business;

                        (iii) paid any obligation or liability other than
                  current liabilities reflected in the Company Balance Sheet and
                  current liabilities incurred since the date thereof in the
                  ordinary course of business;

                        (iv) except in the ordinary course of business and
                  consistent with the past practices of the Company, sold,
                  transferred or otherwise disposed of, or agreed to sell,
                  transfer or otherwise dispose of, any of its assets,
                  properties or rights, or canceled or otherwise terminated, or
                  agreed to cancel or otherwise terminate, any debts or claims;

                        (v) entered or agreed to enter into any Contract
                  granting any preferential rights to purchase any of its
                  assets, properties or rights, or requiring the consent of any
                  party to the transferor assignment of any of such assets,
                  properties or rights;

                        (vi) suffered any damages, destruction or physical
                  losses, or waived or surrendered any rights of value;

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                        (vii) made, directly or indirectly, any accrual or
                  arrangement for or payment of bonuses or special compensation
                  of any kind or any severance or termination pay to any present
                  or former officer or employee of the Company or increased or
                  agreed to increase the rate of compensation payable by it to
                  any of its employees;

                        (viii) terminated or otherwise made any changes in any
                  key employees of the Company;

                        (ix) experienced any labor strike or labor dispute or
                  entered into any collective bargaining agreement;

                        (x) incurred or received notice of any claim or
                  liability for any damages or alleged damages for (x) any
                  actual or alleged negligence or other tort, or (y) breach of
                  contract;

                        (xi) made any capital expenditures (or commitment
                  therefor) which, in the aggregate, exceed $25,000; or

                        (xii) entered into any other transaction other than in
                  the ordinary course of business.

                  3.8 TAX MATTERS. All Taxes due and payable by the Company on
            or before the date of this Agreement have been paid. The Company has
            filed all Tax returns and reports required to be filed by it with
            all Governmental Authorities, and all such Tax returns and reports
            are true and complete. True and complete copies of all such Tax
            returns for the preceding three years have been delivered to the
            Purchaser. The Company has elected, at all times since April 1,
            1991, to be taxed under the provisions of Subchapter S of the Code
            and the corresponding provisions of the New York Franchise Tax law,
            has maintained such election for all years not closed by statute,
            and there exists no basis for overturning such election for any
            period prior to the date hereof. The liabilities for Taxes reflected
            in the Company Balance Sheet represent adequate provision for the
            payment of all accrued or unpaid or deferred Taxes of the Company,
            for all periods ended on and prior to the date of the Company
            Balance Sheet. No assessments of deficiencies have been made against
            the Company which are presently pending or outstanding, and no
            agreements, waivers or extensions of time are in effect for the
            assessment of deficiencies against it. The Company has withheld and
            paid all Taxes required to have been withheld and paid in connection
            with amounts paid or owing to any employee, creditor,

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            independent contractor or other third party. The Assumed Liabilities
            do not include any obligation to make any payment that will be
            non-deductible under Section 280G of the Code (or any corresponding
            provision of state, local or foreign Tax law).

                  3.9 ACCOUNTS RECEIVABLE. All accounts receivable reflected on
            the Company Balance Sheet were as of the date thereof, and all
            accounts receivable of the Company as the Effective Date will be,
            (i) bona fide claims against debtors for services rendered and/or
            materials supplied, (ii) subject to no defenses, set-offs or
            counter-claims, except for returns of merchandise in the ordinary
            course of the Company's business consistent with its past
            experience, and (iii) subject to the provisions of Section 10.5 and,
            as to those accounts receivable listed on Schedule 3.9
            (collectively, the "Doubtful Accounts"), subject to the reserves for
            Doubtful Accounts as shown on such Schedule 3.9, current and
            collectible in the full face amount thereof.

                  3.10 INVENTORY. The inventories reflected on the Company
            Balance Sheet and all items placed in inventory since such date are
            accounted for at the lower of cost or market using the first-in,
            first-out method in accordance with GAAP. All such inventories are
            accounted for net of reserves established in accordance with GAAP.

                  3.11 FIXED ASSETS. All of the Company's equipment, machinery,
            leasehold improvements and other fixed assets are in good operating
            condition, ordinary wear and tear excepted.

                  3.12 PRODUCT LICENSES. Schedule 3.12 lists all Product
            Licenses held by the Company as of the date of this Agreement. Such
            Schedule includes the name of the licensor, the identity of the
            licensed subject matter, the date of expiration of the license, and
            the amount of or formula for calculating any minimum royalties. True
            and complete copies of each Product License (including all
            amendments thereto) have been provided to the Purchaser. Each
            Product License is in full force and effect, and neither the Company
            nor, to the Company's knowledge, the licensor thereunder is in
            default thereunder. Without limiting the generality of the
            foregoing, the Company has complied in all material respects with
            all use restrictions and royalty payment provisions under the terms
            of each Product License. Except as described on Schedule 3.12, the
            Company's products sold under license from a single licensor under
            the Product Licenses did not account for more than 10% of the
            Company's revenues during the twelve months ended

                                      -14-
<PAGE>
            December 31, 1995 or the three months ended March 31, 1996.

                  3.13 CONTRACTS. Schedule 3.13 sets forth a complete
            description of every Contract of the Company, other than (i) Real
            Property Subleases, which are described on Schedule 3.7; (ii)
            Product Licenses, which are listed on Schedule 3.12; (iii) personal
            property leases which require annual payments of less than $10,000
            in the case of one such lease or $50,000 in the aggregate; (iv)
            Contracts for the purchase of capital assets which do not exceed
            $10,000 individually or $50,000 in the aggregate; (v) purchase
            orders for the purchase of materials, and confirmations or invoices
            for the sale of inventory, on open account in the ordinary course of
            business, excluding those granting discounts, preferences or
            extended payment terms, and (vi) Contracts which by their terms
            involve an obligation on its part of less than $10,000 individually
            or $50,000 in the aggregate. Each Contract described in Schedule
            3.12 is valid and in full force and effect, and neither the Company,
            nor, to its knowledge, any of the other parties thereto, are in
            default in any material respect thereunder. A true and complete copy
            of each document listed on Schedule 3.13 has been delivered to the
            Purchaser by the Company.

                  3.14 INTANGIBLE RIGHTS. Schedule 3.14 sets forth a correct and
            complete list of all patents, patent applications, patent licenses,
            trademarks, trademark applications or trademark licenses, brand
            names, product names or trade names, and registered copyrights
            (collectively, "Intangible Rights"), owned, used by or licensed to
            the Company (other than Product Licenses). The Company is not
            charged with infringement of any Intangible Rights of any other
            Person, nor does the Company know of any such infringement, whether
            or not claimed by any person. Each license of Intangible Rights
            listed on Schedule 3.14 is in full force and effect, the Company is
            in compliance in all material respects with the terms thereof, and
            neither the Company nor, to its knowledge, the licensor thereof, is
            in default thereunder. The Company is not aware of any other person
            who is infringing upon the Intangible Rights of the Company.

                  3.15 INSURANCE. Schedule 3.15 lists and describes all policies
            of insurance held by the Company, including, without limitation, all
            insurance policies that are for the benefit of, or the proceeds of
            which are payable to, employees of the Company or their respective
            designees. Valid policies for such insurance, true and complete
            copies of which have been provided to the Purchaser, will

                                      -15-
<PAGE>
            be outstanding and duly in force at all times prior to the Closing.
            Such policies are in such amounts, and insure against such losses
            and risks, as are generally maintained for comparable businesses and
            properties.

                  3.16 LICENSES, PERMITS, ETC. Section 3.16 lists all licenses,
            franchises, permits, certificates, consents, rights and privileges
            issued by any Governmental Authority that are owned or held by the
            Company, which are all that are necessary for the conduct of the
            Company's business as presently conducted, except for any such
            license, franchise, permit, certificate, consent, right or privilege
            the absence of which would not have a material adverse effect on the
            condition, business, assets, liabilities or prospects of the
            Company. All such items are in full force and effect and, except as
            described on Schedule 3.16, are freely transferrable to the
            Purchaser.

                  3.17 LITIGATION. Except as described on Schedule 3.17, there
            is no Claim or currently effective Order pending or, to the
            Company's knowledge, threatened against or affecting the Company or
            any of the Assets, or that challenges the legality of this Agreement
            or any action to be taken in connection therewith.

                  3.18 COMPLIANCE WITH LAWS. The Company has complied and is in
            compliance in all material respects with all Laws.

                  3.19 ENVIRONMENTAL MATTERS. Subject to Section 10.6:

                        (a) The Company has complied and is in compliance in all
                  material respects with all Environmental Laws.

                        (b) Without limiting the generality of the foregoing,
                  the Company has obtained, and has complied and is in
                  compliance in all material respects with, all permits,
                  licenses and other authorizations that may be required
                  pursuant to Environmental Laws for the occupation of the
                  Leased Real Property and the operation of the Company's
                  business.

                        (c) The Company has not received any written or oral
                  notice, report or other information regarding any liabilities
                  (whether accrued, absolute, contingent, unliquidated or
                  otherwise) or investigatory, remedial or corrective
                  obligations, relating to the Company's business, any of the

                                      -16-
<PAGE>
                  Assets or any of the Leased Real Property arising under
                  Environmental Laws.

                        (d) Except as set forth on Schedule 3.19, none of the
                  following exists on any portion of the Leased Real Property:

                              (i) Underground storage tanks or surface
                        impoundments;

                              (ii) Asbestos-containing material in any form or
                        condition; or

                              (iii) Materials or equipment containing
                        polychlorinated biphenyls.

                        (e) The Company has not treated, stored, disposed of,
                  arranged for or permitted the disposal of, transported,
                  handled, or Released any substance, including without
                  limitation any Hazardous Materials, or owned or operated any
                  facility or property, so as to give rise to liabilities for
                  response costs, natural resource damages or attorneys fees
                  pursuant to the Comprehensive Environmental Response,
                  Compensation and Liability Act of 1980 ("CERCLA"), as amended,
                  or similar state Environmental Laws.

                        (f) Neither this Agreement nor the consummation of the
                  transaction that is the subject of this Agreement will result
                  in any obligations for site investigation or cleanup, or
                  notification to or consent of any Governmental Authority or
                  third parties, pursuant to any so-called
                  "transaction-triggered" or "responsible property transfer"
                  Environmental Laws.

                        (g) Without limiting the foregoing, no facts, events or
                  conditions relating to the past or present facilities,
                  properties or operations of the Company will prevent, hinder
                  or limit continued compliance with Environmental Laws, give
                  rise to any investigatory, remedial or corrective obligations
                  pursuant to Environmental Laws, or give rise to any other
                  liabilities (whether accrued absolute, contingent,
                  unliquidated or otherwise) pursuant to Environmental Laws,
                  including without limitation any relating to onsite or offsite
                  Releases or threatened Releases of Hazardous Materials,
                  substances or wastes, personal injury, property damage or
                  natural resource damage.

                                      -17-
<PAGE>
                  3.20 EMPLOYEES. Schedule 3.20 correctly and completely lists
            the names and annual rates of salary and other compensation of all
            non-hourly employees of the Company. Schedule 3.20 also sets forth
            the date of the last salary increase for each employee listed
            thereon, and the outstanding balances of all loans and advances made
            by the Company to any such employee. No employee of the Company is
            covered by any union or collective bargaining Contract. There are
            not pending or threatened against the Company any general labor
            disputes, strikes or concerted work stoppages, and there are no
            discussions, negotiations, demands or proposals that are pending or
            have been conducted or made with or by any labor union or
            association with respect to any employees of the Company. The
            Company believes its relations with its employees are good, and it
            is not aware that any key management employee is about to terminate
            his employment with the Company or would refuse to be hired by the
            Purchaser in connection with the transfer of the Assets.

                  3.21 EMPLOYEE BENEFIT PLANS. Schedule 3.21 lists all plans,
            Contracts, programs and policies (including, without limitation,
            defined pension, defined contribution, profit sharing, thrift,
            bonus, deferred compensation, severance, retirement, disability,
            medical, life, dental and accidental insurance, vacation, sick
            leave, death benefit and other similar employee benefit plans and
            policies) maintained by the Company providing benefits to any
            employee or former employee of the Company (collectively, the
            "Plans"). The Company has delivered to the Purchaser true and
            complete copies of all documents embodying the Plans. None of the
            Plans constitutes a Multiemployer Plan (as defined in Section
            4001(a)(3) of ERISA), any other employee benefit plan covered by
            Title IV of ERISA, or any defined benefit pension plan or defined
            contribution plan within the meaning of ERISA. The Company has
            complied with ERISA in connection with the establishment and
            administration of each Plan described on Schedule 3.21, and there
            has been no prohibited transaction (within the meaning of Section
            406 of ERISA or Section 4975 of the Code) with respect thereto.

                  3.22 CUSTOMERS AND SUPPLIERS. Schedule 3.22 lists, by dollar
            volume paid for the twelve-month period ended on September 30, 1995
            and the six-month period ended on March 31, 1996, the ten largest
            suppliers and the ten largest customers of the Company. The Company
            believes that its relationship with its significant customers and
            suppliers is good, and the Company is unaware that any such customer
            or supplier is about to terminate such

                                      -18-
<PAGE>
            relationship or would terminate such relationship in the event of
            the sale contemplated hereunder.

                  3.23 AFFILIATED PARTY TRANSACTIONS. Except as described on
            Schedule 3.23, no Affiliate of the Company (i) is a party to or has
            any interest in any Contract with the Company, (ii) has any
            outstanding loan to or receivable from the Company, or (iii) has any
            ownership interest, directly, indirectly or beneficially, in any
            competitor or supplier of the Company. All Contracts, arrangements
            and interests described on Schedule 3.23 have been entered into in
            arms-length transactions on terms not materially less favorable to
            the Company than would have been obtained from unaffiliated Persons.

                  3.24 BOOKS AND RECORDS. All books and records of the Company
            are true, correct and complete in all material respects, have been
            maintained by the Company in accordance with good business practice
            and in accordance with all Laws applicable to the Company.

                  3.25 FINDERS. Except as described in Section 14.1, neither the
            Company nor either Shareholder is a party to or in any way obligated
            under any Contract, and there are no outstanding claims against any
            of them, for the payment of any broker's or finder's fee in
            connection with the origin, negotiation, execution or performance of
            this Agreement.

                  3.26 AUTHORITY OF THE COMPANY. The execution, delivery and
            performance by the Company of this Agreement and the Documents to
            which it is a party have been duly authorized by its Board of
            Directors. This Agreement has been duly executed and delivered by
            the Company. This Agreement is, and such Documents upon their
            execution and delivery as herein provided will be, legally binding
            and enforceable against the Company in accordance with their
            respective terms. Neither the execution, delivery nor performance by
            the Company of this Agreement or such Documents, nor consummation of
            the transactions contemplated hereby or thereby, will result in a
            violation or breach of, nor constitute a default or accelerate the
            performance required under, or require the consent of any other
            Person pursuant to, (i) the Articles of Incorporation or bylaws of
            the Company, (ii) any material term contained in any Contract to
            which the Company is a party or by which it or any of the Assets are
            bound, except for those Contracts for which consent is required as
            described on Schedule 3.26, or (iii) any Order applicable to the
            Company or any of the Assets.

                                      -19-
<PAGE>
                  3.27 AUTHORITY OF THE SHAREHOLDERS. Each Shareholder has full
            authority to enter into this Agreement and the Documents to which he
            or she is a party and to perform his or her obligations hereunder
            and thereunder, and neither the execution, delivery nor performance
            of this Agreement or such other Documents by such Shareholder will
            result in a violation or breach of any material term or provision
            of, nor constitute a default under, any Contract to which such
            Shareholder is a party or by which he, she or any of the Assets are
            bound, or violate any Order. This Agreement is, and such other
            Documents upon their execution and delivery as herein provided will
            be, valid and binding obligations of the Shareholders enforceable
            against each of them in accordance with their respective terms.

                  3.28 ACQUISITION OF THE SECURITIES. The Securities to be
            acquired by the Company hereunder will be acquired by it for
            investment purposes only and not with the present intention or view
            to, or resale in connection with, any distribution thereof within
            the meaning of the Securities Act of 1933, as amended, except that
            the Company intends to distribute the Securities to the Shareholders
            following the Closing, and the Shareholders have no such present
            intention or view for resale. The Company and the Shareholders
            understand that none of the Securities is registered under such
            Securities Act or any state securities or blue sky laws, and that
            the Purchaser is under no obligation to register any of the
            Securities under any such laws. The Company and the Shareholders
            further understand that transferability of the Securities will be
            restricted in accordance with applicable state and federal
            securities laws, and that a restrictive legend to such effect will
            be inscribed thereon. The Company and the Shareholders have had full
            opportunity to receive such information and ask such questions of
            representatives of the Purchaser concerning the Purchaser and its
            business, operations, assets and prospects, and concerning an
            investment in the Securities, as the Company and the Shareholders
            have deemed appropriate in order to make an informed investment
            decision with respect to the Securities.

                  3.29 FULL DISCLOSURE. The representations and war- ranties
            made by the Company and the Shareholders hereunder or in any
            Schedules, certificates or other Documents furnished to the
            Purchaser pursuant hereto or thereto, do not and will not contain
            any untrue statement of a fact or omit to state a fact required to
            be stated herein or therein or necessary to make the representations
            or warranties herein or therein, in light of the circumstances in
            which they are made, not misleading.

                                      -20-
<PAGE>
                  3.30 SCHEDULES. The various Schedules referred to in this
            Section 3 have been prepared as of the date hereof (unless the
            information contained therein is required to be presented as of a
            specific date), have been delivered to the Purchaser in a separate
            binder or volume contemporaneously with the execution of this
            Agreement and have been signed for identification by the Company and
            the Shareholders.

            4.    REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
      The Purchaser represents and warrants to and agrees with the
      Company and the Shareholders that:

                  4.1 ORGANIZATION AND EXISTENCE. The Purchaser is a corporation
            duly organized, validly existing and in good standing under the laws
            of the State of Texas, and has all requisite corporate power to
            enter into and perform its obligations under this Agreement and the
            Documents to which it is a party. The Purchaser is duly qualified as
            a foreign corporation in the State of New York. Parent is a
            corporation duly organized, validly existing and in good standing
            under the laws of the State of Delaware.

                  4.2 AUTHORITY OF THE PURCHASER AND PARENT. The execution,
            delivery and performance by the Purchaser of this Agreement and the
            Documents to which it is a party have been duly authorized by its
            Board of Directors. This Agreement is, and upon execution and
            delivery as herein provided such other Documents will be, valid and
            binding upon the Purchaser and enforceable against the Purchaser in
            accordance with their respective terms. Neither the execution,
            delivery or performance by the Purchaser of this Agreement or such
            other Documents will conflict with or result in a violation or
            breach of any term or provision of, nor constitute a default under,
            the Articles of Incorporation or bylaws of the Purchaser or under
            any Contract to which it is a party or by which it or its property
            is bound (except for any such Contracts for which it has obtained
            valid consents), or violate any Order. The issuance and delivery by
            Parent of the Securities have been duly authorized by its Board of
            Directors. Upon execution and delivery as herein provided, each of
            the Securities will be valid and binding upon Parent and enforceable
            against Parent in accordance with their respective terms. The
            issuance by Parent of the Securities will not conflict with or
            result in a violation or breach of any term or provision of, nor
            constitute a default under, the Certificate of Incorporation or
            bylaws of Parent or under any Contract to which it is a party or by
            which it or its property is bound

                                      -21-
<PAGE>
            (except for any such Contracts for which it has obtained valid
            consents), or violate any Order.

                  4.3 FINDERS. The Purchaser is not a party to or in any way
            obligated under any contract or other agreement, and there are not
            outstanding claims against it, for the payment of any broker's or
            finder's fee in connection with the origin, negotiation, execution
            or performance of this Agreement.

                  4.4 CAPITALIZATION. The authorized capital stock of the Parent
            consists of (i) 1,000,000 shares of Common Stock, $.01 par value, of
            which 330,555 shares are presently issued and outstanding as of the
            date hereof; and (ii) 2,000,000 shares of Preferred Stock, $.01 par
            value, of which (x) 650,000 shares have been designated as Series
            A-1 Preferred Stock, all of which shares are issued and outstanding,
            and (y) 300,000 shares have been designated as Series A-2 Preferred
            Stock, all of which shares are issued and outstanding. The
            outstanding shares of Common Stock, Series A-1 Preferred Stock and
            Series A-2 Preferred Stock have been duly authorized and validly
            issued, and are fully paid and nonassessable. Except as disclosed on
            Schedule 4.4, Parent does not have any outstanding capital stock or
            securities convertible into or exchangeable for any shares of its
            capital stock, or any outstanding rights (either preemptive or
            other) to subscribe for or to purchase, or any outstanding rights or
            options for the purchase of, or any agreements providing for the
            issuance (contingent or otherwise) of, or any outstanding calls,
            commitments or claims of any character relating to, any capital
            stock or any stock or securities convertible into or exchangeable
            for any capital stock of Parent.

                  4.5 FINANCIAL STATEMENTS. The Purchaser has delivered to the
            Company true and complete copies of its balance sheets at December
            30, 1995 and December 31, 1994 and the related statements of
            operations, shareholders' equity (deficit) and cash flows for the
            years then ended, together with the audit report thereon of Arthur
            Andersen LLP dated April 22, 1996. Such financial statements are
            correct and complete, have been prepared in accordance with the
            books and records of the Purchaser and present fairly the financial
            positions of the Purchaser at the dates thereof and the results of
            its operations for the periods then ended, in each case in
            accordance with GAAP.

                  4.6 FULL DISCLOSURE. The representations and warranties made
            by the Purchaser hereunder or in any Schedule, certificates or other
            Documents furnished to the Company and the Shareholders pursuant
            hereto or

                                      -22-
<PAGE>
            thereto, do not and will not contain any untrue statement of a
            material fact or omit to state a material fact required to be stated
            herein or therein or necessary to make the representations or
            warranties herein or therein, in light of the circumstances in which
            they are made, not misleading.

            5. COVENANTS OF THE COMPANY AND THE SHAREHOLDERS PENDING CLOSING.
      The Company and the Shareholders jointly and severally covenant with the
      Purchaser that:

                  5.1 CONDUCT OF BUSINESS. From the date of this Agreement to
            the Closing Date, the Company will be operated only in the ordinary
            course of business, and, in particular, without the prior written
            consent of the Purchaser, the Company will not, and the Shareholders
            will not cause or permit the Company to:

                        (i) cancel or permit any insurance to lapse or
                  terminate, unless renewed or replaced by like coverage;

                        (ii) enter into any Contract outside the ordinary course
                  of business; or

                        (iii) hire, fire, reassign or make any other change in
                  key personnel of the Company, or increase the rate of
                  compensation of or declare or pay any bonuses to any employee
                  in excess of that listed on Schedule 3.20;

                        (iv) cause or permit any of the events or conditions
                  described in Section 3.7 to occur or exist; or

                        (v) take any other action which would cause any of the
                  representations and warranties made in Section 3 hereof not to
                  be true and correct in all material respects on and as of the
                  Closing Date with the same force and effect as if the same had
                  been made on and as of the Closing Date.

                  5.2 ACCESS TO INFORMATION. Prior to Closing, the Shareholders
            and the Company will give to the Purchaser and its counsel,
            accountants and other representatives, full and free access to all
            of the properties, books, Contracts and records of the Company so
            that the Purchaser may have full opportunity to make such
            investigation as it shall desire to make of the affairs of the
            Company.

                                      -23-
<PAGE>
                  5.3 PRESERVATION OF GOODWILL. Prior to the Closing, the
            Company and the Shareholders will use their best efforts to preserve
            the business organization of the Company, to keep available to the
            Purchaser the services of the employees of the Company and to
            preserve for the Purchaser the goodwill of all suppliers, customers
            and others having business relations with the Company.

                  5.4 CONSENTS AND APPROVALS. The Company and the Shareholders
            will use their best efforts to obtain the necessary consents and
            approvals of other Persons which may be required to be obtained on
            their part to consummate the transactions contemplated by this
            Agreement. Such consents shall include, without limitation, the
            written consent, in a form reasonably acceptable to the Purchaser,
            of (i) the licensors under those Product Licenses which are noted on
            Schedule 3.27 as requiring consent as a condition to the Closing
            hereunder, and (ii) the parties to the other Contracts listed on
            Schedule 3.27 (collectively, the "Required Consents").

                  5.5 NO SHOP. Prior to the Closing, neither the Company nor
            either Shareholder shall directly or indirectly enter into any
            Contract, or initiate, solicit or encourage any offers, proposals or
            expressions of interest, or otherwise hold any discussions with any
            potential buyers, investment bankers or finders, with respect to the
            possible sale or other disposition of all or any substantial portion
            of the Assets, the sale of all or a controlling interest in the
            stock of the Company, or the merger or consolidation of the Company,
            other than with the Purchaser. If the Company or either Shareholder
            receive any offer or expressions of interest for such a transaction,
            the Company or such Shareholder shall promptly advise the Purchaser
            thereof.

                  5.6 HSR ACT FILING. The Shareholders shall promptly prepare
            and cause to be filed a premerger notification and report as the
            acquired person under the HSR Act and shall request early
            termination in connection therewith. The Company and the
            Shareholders shall promptly respond to any inquiries of the Federal
            Trade Commission or Department of Justice in connection with such
            filing and shall coordinate the foregoing with the Purchaser.

                  5.7 SUBORDINATION. In connection with the financing to be
            provided to the Purchaser as described in Section 7.10, the Company
            agrees to execute and deliver in favor of the Company's lender(s)
            such subordination agreements, relating to the Debentures and the
            payment of

                                      -24-
<PAGE>
            any Earnout Amount pursuant to Section 1.3, as such lender(s) may
            reasonably request.

            6. COVENANTS OF THE PURCHASER PENDING CLOSING. The Pur- chaser
      covenants with the Company and the Shareholders that:

                  6.1 CONSENTS AND APPROVALS. The Purchaser will use its best
            efforts to obtain the necessary consents and approvals of other
            Persons which may be required to be obtained on its part to
            consummate the transactions contemplated in this Agreement.

                  6.2 CONFIDENTIALITY. Prior to the Closing, the Purchaser and
            its representatives will hold in confidence any data and information
            obtained with respect to the Company from any representative,
            officer, director or employee of the Company, including their
            accountants or legal counsel, or from any books or records of any of
            them, in connection with the transactions contemplated by this
            Agreement. If the transactions contemplated hereby are not
            consummated, neither the Purchaser nor its representatives shall use
            such data or information or disclose the same to others, except as
            such data or information is published or is a matter of public
            knowledge or is required by Law to be disclosed. If this Agreement
            is terminated for any reason, all written data and information
            obtained by the Purchaser from the Company or its representatives in
            connection with the transactions contemplated by this Agreement
            shall be returned to the Company.

                  6.3 HSR ACT FILING. The Purchaser shall promptly cause Equus,
            the ultimate parent entity of the acquiring person, to prepare and
            file a premerger notification and report for the acquiring person
            under the HSR Act and shall request early termination in connection
            therewith. The Purchaser shall be responsible for paying the
            statutory filing fee in connection therewith. The Purchaser shall
            promptly respond to any inquiries of the Federal Trade Commission or
            Department of Justice in connection with such filing and shall
            coordinate the foregoing with the Company and the Shareholders.

            7. CONDITIONS TO OBLIGATIONS OF THE PURCHASER. The obligations of
      the Purchaser under this Agreement shall be subject to the following
      conditions, any of which may be expressly waived by it in writing:

                  7.1 REPRESENTATIONS AND WARRANTIES TRUE; COVENANTS PERFORMED.
            The Purchaser shall not have discovered any material error,
            misstatement or omission in the repre- sentations and warranties
            made by the Company and the

                                      -25-
<PAGE>
            Shareholders in this Agreement; the representations and warranties
            made by the Company and the Shareholders herein shall be deemed to
            have been made again at and as of the time of Closing and shall then
            be true and correct; the Company and the Shareholders shall have
            performed and complied with all agreements and conditions required
            by this Agreement to be performed or complied with by them at or
            prior to the Closing; and the Purchaser shall have received a
            certificate, signed by the Shareholders and an executive officer of
            the Company, to the effect of the foregoing provisions of this
            Section 7.1.

                  7.2 OPINION OF COUNSEL. The Company and the Shareholders shall
            have caused to be delivered to the Purchaser an opinion of Parker
            Chapin Flauttau & Klimpl, L.L.P., counsel for the Company and the
            Shareholders, dated the Closing Date substantially in the form of
            Exhibit F hereto.

                  7.3 CONSENTS AND APPROVALS. The Shareholders and the Company
            shall have obtained all of the Required Consents.

                  7.4 NO LOSS OR DAMAGE. Prior to the Closing there shall not
            have occurred any loss or damage to any material portion of the
            Assets (regardless of whether such loss or damage was insured).

                  7.5 APPROVAL BY COUNSEL. All actions, proceedings, instruments
            and documents required to carry out the transactions contemplated by
            this Agreement or incidental thereto and all other related legal
            matters shall have been approved by counsel for the Purchaser, and
            such counsel shall have been furnished with such certified copies of
            actions and proceedings and other instruments and documents as they
            shall have reasonably requested.

                  7.6 NO MATERIAL ADVERSE CHANGE. Prior to the Closing, there
            shall have occurred no material adverse change in the condition
            (financial or otherwise), business, assets, liabilities or prospects
            of the Company since the date of the Company Balance Sheet, nor
            shall the Company have lost any material customer or have received
            notice of cancellation or intent to cancel from any other party to a
            Product License, Real Property Sublease, or other material Assumed
            Contract.

                  7.7 HSR ACT FILING. Any Person required in connection with the
            transactions contemplated hereby to file a notification and report
            form in compliance with the HSR Act shall have filed such form and
            the applicable waiting period with respect to each such form
            (including

                                      -26-
<PAGE>
            any extension thereof by reason of a request for additional
            information) shall have expired or been terminated.

                  7.8 RELATED TRANSACTIONS. The Shareholders shall have executed
            and delivered to the Purchaser the Lease Agreement, the
            Non-Competition Agreement and their respective Employment
            Agreements.

                  7.9 ENVIRONMENTAL REPORT. Provided that there shall have been
            conducted prior to execution of this Agreement, at Purchaser's
            expense, a Phase I (and, if deemed necessary by Purchaser, a Phase
            II) environmental site assessment of the Company and the Leased Real
            Property by an environmental consulting firm selected by Purchaser,
            then the results of the report of such firm (together with the
            remedial action, if any, taken by the Company in response thereto)
            shall be satisfactory to Purchaser in its sole discretion.

                  7.10 FINANCING COMMITMENT. The Purchaser shall have received a
            written commitment from a financial institution reasonably
            acceptable to it, containing such terms and conditions and otherwise
            in form and substance acceptable to the Purchaser, providing for the
            extension of financing in order to provide the portion of the
            Purchase Price for the Assets not furnished by the Purchaser or
            obtained by the Purchaser from other sources, and such commitment
            shall have been funded in such amount contemporaneously with the
            Closing, subject to the satisfaction of any conditions set forth in
            such commitment.

                  7.11 BUILDING INSPECTION. There shall have been conducted, at
            the Purchaser's expense, a building inspection of the buildings and
            improvements located on the Leased Real Property, and the results of
            such inspection shall be satisfactory to the Purchaser in its sole
            discretion.

                  7.12 PLYMOUTH, INC.. Plymouth, Inc., a New York corporation of
            which the Shareholders are the sole shareholders, shall have sold
            and assigned to the Purchaser all of its assets and properties,
            consisting of rights under a showroom office lease in Manhattan, New
            York, in form and substance acceptable to the Purchaser.

            8. CONDITIONS TO OBLIGATIONS OF THE COMPANY AND THE SHAREHOLDERS.
      The obligations of the Company and the Shareholders under this Agreement
      shall be subject to the following conditions, any of which may be
      expressly waived by the Company and the Shareholders in writing:

                                      -27-
<PAGE>
                  8.1 REPRESENTATIONS AND WARRANTIES TRUE; COVENANTS PERFORMED.
            The Company and the Shareholders shall not have discovered any
            material error, misstatement or omission in the representations and
            warranties made by the Purchaser in this Agreement; the
            representations and warranties made by the Purchaser herein shall be
            deemed to have been made again at and as of the time of Closing and
            shall then be true and correct; the Purchaser shall have performed
            and complied with all agreements and conditions required by this
            Agreement to be performed or complied with by it at or prior to the
            Closing; and the Company and the Shareholders shall have received a
            certificate, signed by an executive officer of the Purchaser, to the
            effect of the foregoing provisions of this Section 8.1.

                  8.2 OPINION OF COUNSEL. The Purchaser shall have caused to be
            delivered to the Company and the Shareholders an opinion of Snell &
            Smith, A Professional Corporation, counsel for Purchaser, in
            substantially the form of Exhibit G hereto.

                  8.3 CONSENTS AND APPROVALS. The Purchaser shall have obtained
            all consents and approvals of other persons and governmental
            authorities to the transactions contemplated by this Agreement.

                  8.4 RELATED TRANSACTIONS. Parent shall have issued and
            delivered the Effective Date Warrant to the Company and shall have
            elected to its Board of Directors whomever of the Shareholders as
            they direct as described in Section 2.3(v), and the Purchaser shall
            have executed and delivered to the Shareholders the Lease Agreement,
            the Non-Competition Agreement and their respective Employment
            Agreements.

                  8.5 APPROVAL BY COUNSEL. All actions, proceedings, instruments
            and documents required to carry out the transactions contemplated by
            this Agreement or incidental thereto and all other related legal
            matters shall have been approved by counsel for the Company and the
            Shareholders, and such counsel shall have been furnished with such
            certified copies of actions and proceedings and other instruments
            and documents as they shall have reasonably requested.

                  8.6 HSR ACT FILING. Any Person required in connection with the
            transactions contemplated hereby to file a notification and report
            form in compliance with the HSR Act shall have filed such form and
            the applicable waiting period with respect to each such form
            (including any extension thereof by reason of a request for

                                      -28-
<PAGE>
            additional information) shall have expired or been terminated.

                  8.7 BACK-TO-BACK LETTERS OF CREDIT. The Purchaser shall have
            caused Fleet National Bank, or another financial institution
            reasonably acceptable to the Company, to issue and deliver to the
            Company or its lender a standby letter of credit in favor of the
            Company or its lender as beneficiary with respect to each
            documentary letter of credit described on Schedule 3.13 hereto (true
            and correct copies of which have been provided to the Purchaser,
            collectively the "Company Letters of Credit"), in an amount equal to
            the aggregate outstanding balance thereof as of the Closing Date,
            with the same expiry dates and otherwise on substantially the same
            terms as each Company Letter of Credit; or the Purchaser and its
            lender shall have otherwise entered into financial accommodations
            reasonably satisfactory to the Company and the issuer of Company
            Letters of Credit to enable such issuer to release its Liens against
            the Assets which secure the Company's reimbursement obligations
            under the Company Letters of Credit.

                  8.8 EQUUS. Equus shall have executed and delivered to the
            Shareholders (i) the Guaranty and (ii) its written agreement,
            mutually acceptable in form and substance to the parties, under
            which Equus agrees to vote its shares of Common Stock of Parent in
            favor of the election to Parent's Board of Directors whomever of the
            Shareholders may be directed by them, for so long as the Debentures
            are outstanding.

            9. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRAN- TIES.

                  9.1 NATURE OF STATEMENTS. All statements contained herein or
            in any Schedule, certificate or other Document delivered by or on
            behalf of any party pursuant to this Agreement, shall be deemed
            representations and warranties by such party.

                  9.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Regardless of
            any investigation made at any time by or on behalf of any party
            hereto, all covenants, representations and warranties made hereunder
            or pursuant hereto by any party shall not terminate on the Closing
            Date but shall survive the Closing and continue in full force and
            effect (i) until expiration of the applicable tax statute of
            limitations under federal or state Law, as applicable, with respect
            to representations and warranties under Section 3.8, (ii) for the
            term of the Lease Agreement, with respect to representations and

                                      -29-
<PAGE>
            warranties under Section 3.19, (iii) until expiration of the
            applicable state statute of limitations, with respect to
            representations and warranties, under Sections 3.1, 3.2, 3.5 and
            3.25 through 3.29, and (iv) until June 30, 1998, in the case of all
            other representations and warranties under this Agreement, at which
            time (as applicable) the same shall terminate except for any such
            representation or warranty as to which a Claim has been asserted
            prior to such termination, which shall survive until such Claim is
            finally resolved.

            10.   INDEMNIFICATION.

                  10.1 INDEMNIFICATION BY THE COMPANY AND THE SHAREHOLDERS.
            Subject to the remaining provisions of this Section 10, the Company
            and the Shareholders jointly and severally agree to indemnify and
            hold harmless the Purchaser and its successors and assigns from and
            against any and all losses, damages, liabilities, obligations, costs
            or expenses (any one such item being herein called a "Loss" and all
            such items being herein collectively called "Losses") which are
            caused by or arise out of (i) any breach or default in the
            performance by the Company and either Shareholder of any of their
            respective covenants or agreements contained in this Agreement, (ii)
            any breach of warranty or inaccurate or erroneous representation
            made by the Company and either Shareholder herein, in any Schedule
            delivered to the Purchaser pursuant hereto or in any certificate or
            other Document delivered by or on behalf of any of them pursuant
            hereto, (iii) any Claim made against the Purchaser in respect of any
            liabilities or obligations of the Company (whether absolute or
            contingent) other than the Assumed Liabilities, and (iv) any and all
            actions, suits, proceedings, claims, demands, judgments, costs and
            expenses (including reasonable legal fees) incident to any of the
            foregoing.

                  10.2 INDEMNIFICATION BY THE PURCHASER. The Purchaser agrees to
            indemnify and hold harmless the Company and the Shareholders and
            their respective heirs, successors and assigns from and against any
            Losses which are caused by or arise out of (i) any breach or default
            in the performance by the Purchaser of any covenant or agreement of
            the Purchaser contained in this Agreement, (ii) any breach of
            warranty or inaccurate or erroneous representation made by the
            Purchaser herein or in any certificate or other Document delivered
            by or on behalf of the Purchaser pursuant hereto, (iii) any Claim
            made against the Company in respect of the Assumed Liabilities, (iv)
            any Claim asserted against the Company in respect of the conduct of
            the Operations after the

                                      -30-
<PAGE>
            Closing, and (v) any and all actions suits, proceedings, claims,
            demands, judgments, costs and expenses (including reasonable legal
            fees) incident to any of the foregoing.

                  10.3 THIRD PARTY CLAIMS. If any third person asserts a Claim
            against an indemnified party hereunder that, if successful, might
            result in a claim for indemnification against an indemnifying party
            hereunder, the indemnifying party shall be given prompt written
            notice thereof and shall have the right (i) to participate in the
            defense thereof and be represented, at his, her or its own expense,
            by advisory counsel selected by him, her or it, and (ii) to approve
            any settlement if the indemnifying party is, or will be, required to
            pay any amounts in connection therewith. Notwithstanding the
            foregoing, if within ten business days after delivery of the
            indemnified party's notice described above, the indemnifying party
            indicates in writing to the indemnified party that, as between such
            parties, such claims shall be fully indemnified for by the
            indemnifying party as provided herein, then the indemnifying party
            shall have the right to control the defense of such claim, provided
            that the indemnified party shall have the right (i) to participate
            in the defense thereof and be represented, at his, her or its own
            expenses, by advisory counsel selected by him, her or it, and (ii)
            to approve any settlement if the indemnified party's interests are,
            or would be, affected thereby.

                  10.4 OFFSET. If the Company or either Shareholder becomes
            obligated to indemnify the Purchaser pursuant to this Section 10 at
            any time when either the Purchase Debenture or the Earnout Debenture
            is or may become outstanding, Parent may set-off all or any part of
            the amount of such indemnification obligations against the unpaid
            principal balance of and unpaid accrued interest on either or both
            of such Debentures. The exercise of such right of set-off by Parent
            hereunder shall be evidenced by means of a written notice to such
            effect given by the Purchaser or Parent to the Company and the
            Shareholders. Upon the exercise by the Parent of its right of
            set-off, the amount which the Parent is entitled to set-off against
            such Debentures hereinabove provided, shall be, and shall be deemed
            to be, applied in reduction of, and shall constitute a payment or
            prepayment of, the accrued and unpaid interest then outstanding and
            then to the next maturing installments of principal. The Company and
            the Shareholders hereby agree, and all subsequent holders of the
            Purchase and Earnout Debentures by acceptance thereof will thereby
            agree, to endorse the amount of such reduction or payment or
            prepayment on the reverse side of each Debenture as a credit against
            the

                                      -31-
<PAGE>
            unpaid balance of principal of and unpaid accrued interest thereon.
            Unless otherwise specified in such notice, any such offset shall be
            applied on a pro rata basis among the Purchase and Earnout
            Debentures in accordance with their respective outstanding balances
            of principal and interest.

                  10.5 COLLECTION OF ACCOUNTS. Notwithstanding any other
            provision of this Agreement, the Purchaser's remedy in respect of
            the collectibility of the accounts receivable included in the
            Assets, including any claims arising under clause (iii) of Section
            3.9, shall be governed by the provisions of this Section 10.5. If,
            as of December 31, 1997 (the "Receivables Reconciliation Date"),
            there remain uncollected any accounts receivable included in the
            Assets, other than the Doubtful Accounts (collectively, "Effective
            Date Receivables"), then upon the Purchaser's written certification
            to such effect given to the Company and the Shareholders, the
            Company and the Shareholders shall, jointly and severally, pay to
            the Purchaser the amount by which those Effective Date Receivables
            which then remain uncollected ("Uncollected Effective Date
            Receivables") exceed the sum of (I) the amount (if any) by which
            collections on Doubtful Accounts from the Effective Date through the
            Receivables Reconciliation Date exceed $150,907.62, PLUS (II)
            $100,000 (the "Receivables Basket"). For purposes of this Section
            10.5, an account (the "Receivables Basket Account") shall be
            maintained, which on the Effective Date shall be zero, shall be
            increased by any application of the Receivables Basket against
            Uncollected Effective Date Receivables, and shall be reduced by the
            amount of any collections on those uncollected accounts for which
            there has been a prior addition thereto. For purposes hereof, if the
            Purchaser factors or otherwise sells any of the accounts receivable
            included in the Assets, the Company shall be given full credit for
            the face amount thereof (regardless of the amount of the net
            proceeds from such factoring actually received by the Purchaser),
            unless the Company otherwise agrees. If and to the extent that the
            Purchaser receives any collections on Effective Date Receivables
            after the Receivables Reconciliation Date, then such collections
            shall be applied (i) first, to the reduction of any positive balance
            in the Receivables Basket Account as described above, and such
            collections may therefore be retained by the Purchaser, until the
            Receivables Basket Account has been reduced to zero, and (ii)
            second, after the Receivables Basket Account has been reduced to
            zero, any collections thereafter shall promptly be paid to the
            Company. Likewise, if, as of December 31, 1998, there remain
            uncollected any of the Doubtful Accounts, then

                                      -32-
<PAGE>
            upon the Purchaser's written certification to such effect given to
            the Company and the Shareholders, the Company and the Shareholders
            shall, jointly and severally, pay to the Purchaser the amount by
            which those Doubtful Accounts which then remain uncollected
            ("Uncollected Doubtful Accounts") exceed the sum of (i) $150,907.62
            PLUS (ii) the amount (if any) by which the Receivables Basket
            exceeds the remaining balance, if any, in the Receivables Basket
            Account. There shall be no further payments or reconciliations after
            the reconciliation on December 31, 1998 as described above. The
            foregoing shall in no event apply to claims in respect of clauses
            (i) or (ii) of Section 3.9.

                  10.6 ENVIRONMENTAL INDEMNITY. Notwithstanding any other
            provision of this Agreement, the Purchaser's remedy in respect of
            the environmental condition of the Leased Real Property and the
            Company's compliance with Environmental Laws, including any claims
            arising under Section 3.19, shall be governed by the provisions of
            this Section 10.6. The Company and the Shareholders jointly and
            severally agree to indemnify and hold harmless the Purchaser and its
            successors and assigns from and against any and all Losses which are
            caused by or arise out of (i) any breach of warranty or inaccurate
            or erroneous representation made by the Company and either
            Shareholder in Section 3.19, (ii) any of the environmental hazards,
            conditions, exposure or contingencies described on Schedule 3.19,
            and (iii) any and all actions suits, proceedings, claims, demands,
            judgments, costs and expenses (including reasonable legal fees)
            incident to any of the foregoing; provided, however, that the
            indemnification obligations of the Company and the Shareholders
            under this Section 10.6 shall be limited to the extent such Losses
            exceed $75,000 in the aggregate.

            11.   TERMINATION.

                  11.1 BEST EFFORTS TO SATISFY CONDITIONS. The Company and the
            Shareholders agree to use their best efforts to bring about the
            satisfaction of the conditions specified in Section 7 hereof and the
            Purchaser agrees to use its best efforts to bring about the
            satisfaction of the conditions specified in Section 8 hereof.

                  11.2 TERMINATION. This Agreement may be terminated prior to
            Closing by:

                        (a) the mutual consent of the Company, the Shareholders
                  and the Purchaser;

                                      -33-
<PAGE>
                        (b) the Purchaser if a material default shall be made by
                  the Company or the Shareholders in the observance or in the
                  due and timely performance by any of their covenants herein
                  contained, or if there shall have been a breach or
                  misrepresentation by the Company or the Shareholders of any of
                  their warranties and representations herein contained, or if
                  the conditions of this Agreement to be complied with or
                  performed by the Company or the Shareholders at or before the
                  Closing shall not have been complied with or performed at the
                  time required for such compliance or performance and such
                  noncompliance or nonperformance shall not have been expressly
                  waived by the Purchaser in writing;

                        (c) the Company and the Shareholders if a material
                  default shall be made by the Purchaser in the observance or in
                  the due and timely performance by the Purchaser of any of the
                  covenants of the Purchaser herein contained, or if there shall
                  have been a material breach or misrepresentation by the
                  Purchaser of any of its warranties and representations herein
                  contained, or if the conditions of this Agreement to be
                  complied with or performed by the Purchaser at or before the
                  Closing shall not have been complied with or performed at the
                  time required for such compliance or performance and such
                  noncompliance or nonperformance shall not have been expressly
                  waived by the Company and the Shareholders in writing;

                        (d) the Company, the Shareholders or the Purchaser, if
                  the Closing has not occurred by August 31, 1996.

                  11.3 LIABILITY UPON TERMINATION. If this Agreement is
            terminated under paragraph (a) or (d) of Section 11.2, then no party
            shall have any liability to any other party hereunder. If this
            Agreement is terminated under paragraph (b) or (c) of Section 11.2,
            then (i) the party so terminating this Agreement shall not have any
            liability to any other party hereto, provided the terminating party
            has not breached any representation or warranty or failed to comply
            with any of its covenants in this Agreement, and (ii) such
            termination shall not prejudice the rights and remedies of the
            terminating party against any other party which has breached any of
            its representations, warranties or covenants herein prior to such
            termination.

            12.   COVENANTS FOLLOWING CLOSING.

                                      -34-
<PAGE>
                  12.1 CHANGE OF NAME. Promptly following the Closing (but in no
            event later than 30 days thereafter), the Shareholders shall cause
            the Articles of Incorporation of the Company to be amended so as to
            change its name to one wholly dissimilar to "Plymouth Mills," and
            will furnish the Purchaser with written evidence of such amendment.

                  12.2  EMPLOYEE MATTERS.

                        (a) CONTINUED EMPLOYMENT. Upon the Closing, the
                  Purchaser shall offer employment to all employees of the
                  Company at not less than their same salaries and wages as are
                  in effect immediately prior to the Closing, except for any
                  such employees identified by the Purchaser prior to the
                  Closing who will not be so offered employment. Each such
                  employee shall be entitled to all benefits available generally
                  to employees of the Purchaser. The foregoing shall not
                  prohibit the Purchaser from terminating the employment of any
                  such employee following the Closing, modifying or terminating
                  any benefits following the Closing, or changing the terms of
                  any employee's employment, to the extent permitted by Law and
                  by Contract.

                        (b) WELFARE PLANS. The Purchaser shall not assume any of
                  the Company's "employee welfare benefit plans" as that term is
                  defined in Section 3(1) of ERISA. The Purchaser shall,
                  however, provide such employees the same benefits as are
                  provided generally to other employees of the Purchaser. The
                  Purchaser agrees that all such personnel who are to be
                  employed by the Purchaser following the Closing as provided in
                  paragraph (a) above shall, to the extent allowed under any
                  applicable plan or insurance policy maintained by Purchaser
                  with respect to any of its employee welfare benefit plans, be
                  given credit for all years of service with the Company for
                  purposes of determining eligibility for, and duration and
                  amount of, all benefits to be extended under all employee
                  welfare benefit plans provided by the Purchaser (including
                  without limitation life insurance, medical, dental and
                  disability benefits and paid vacation). The Purchaser shall
                  assume the Company's obligations as of the Effective Date for
                  accrued vacation pay and sick pay.

                        The Company shall provide all continuation medical or
                  dental coverage required to be provided under any federal,
                  state or local law, including the Consolidated Omnibus Budget
                  Reconciliation Act

                                      -35-
<PAGE>
                  of 1985 ("COBRA"), to any employees not employed by the
                  Purchaser under paragraph (a) above (to the extent such
                  employees elect such coverage), and shall continue to provide
                  such coverage which the Company is then providing to any
                  former covered employee, or to any qualified beneficiary of
                  any former covered employee, as of the Closing. The terms
                  "continuation coverage," "covered employee," "qualified
                  beneficiary," and "qualifying event" shall have the meanings
                  given such terms in Section 4980B of the Code or Sections 601
                  through 608 of ERISA.

                        (c) EMPLOYEE WITHHOLDING. With respect to withholding,
                  F.I.C.A. and similar tax collections applicable to employees
                  of the Company, the Company and the Purchaser agree to adopt
                  the alternative procedure described in Section 5 of Revenue
                  Procedure 84-77 promulgated by the Internal Revenue Service
                  ("IRS").

                  12.3 TAXES. The Company and the Shareholders shall be fully
            responsible for paying all income Taxes, and for preparing and
            filing all income Tax returns and reports, for all periods prior to
            the Closing. If, as a result of any step-up in the federal income
            Tax basis of property, plant and equipment included within the
            Assets as a result of the allocation of the Purchase Price among the
            Assets as contemplated in Section 1.3(g), the Company becomes
            subject to additional federal income Tax liability that it would not
            otherwise had become subject to if no step-up in basis of such
            property had occurred, then promptly following the Company's filing
            of its federal income Tax return in respect of such Tax liability
            and payment of such additional Taxes, the Purchaser shall reimburse
            the Company for the amount of such additional federal income Tax so
            due. As a condition to such payment, the Company and the
            Shareholders shall deliver to the Purchaser their written
            certification of the additional federal income Tax payment to which
            the Purchaser's reimbursement obligation hereunder applies, and if
            the Purchaser disagrees with any portion of such certification, then
            the parties shall observe the same procedures for resolving such
            dispute that are outlined in Section 1.3(f). In no event shall the
            Purchaser's obligations under this Section 12.3 apply to any tax on
            net recognized built-in gains which may be imposed pursuant to Code
            Section 1374.

                  12.4 ADDITIONAL WARRANTS. If, as provided in the Rolling
            Debenture, the "Maturity Date" (as defined therein) is extended for
            any of the twelve-month periods

                                      -36-
<PAGE>
            described therein, then promptly following each such extension the
            Purchaser shall cause Parent to issue and deliver to the Company (or
            to the Shareholders, if they are then the "Holders," as defined in
            the Rolling Debenture, of the Rolling Debenture) Warrants to
            purchase shares of Common Stock of Parent (herein referred to as
            "Additional Warrants"), each Additional Warrant having the same
            exercise price, term and other general provisions and conditions of
            the Effective Date Warrant, substantially in the form of Exhibit B
            hereto, except that the number of shares of Parent's Common Stock
            covered by each Additional Warrant upon each such extension of the
            Maturity Date shall be equal to the product of (i) a fraction, the
            numerator of which is the outstanding principal balance of the
            Rolling Debenture on the date of such extension and the denominator
            of which is $3,000,000, MULTIPLIED BY (ii) the number of shares
            shown below applicable to such extension:

                                                     Then the Number of
                                                    Shares to be Covered
                  If Maturity Date                   by the Additional
                  is Extended Past                  Warrant To Then Be
                     December 31,                         Issued Is
                  ----------------                  --------------------
                        1997                                6,000
                        1998                                6,000
                        1999                                6,000
                        2000                                6,000
                        2001                                6,000
                        2002                                6,000

                  12.5 SKY-LITE LITIGATION. The Purchaser agrees that, if the
            Purchaser receives in cash any settlement, judgment or other similar
            proceeds from any claim, proceeding or litigation arising from the
            Sky-Lite Fashion matter described under Item 3 on Schedule 3.17, the
            Purchaser will pay 100% of the net proceeds therefrom (after
            deducting unreimbursed expenses, fees and other costs associated
            therewith) to the Company, PROVIDED THAT (i) the Company and the
            Elensons jointly and severally agrees to be fully responsible for,
            and shall indemnify the Purchaser in respect of, all such costs,
            fees and expenses of maintaining any such action or proceedings,
            (ii) the Purchaser shall have a reasonable right of control over the
            conduct of such action or proceedings, and (iii) the Company and the
            Shareholders jointly and severally shall indemnify the Purchaser for
            any Losses (as defined in Section 10.1) arising from any
            counterclaim or cross claim asserted against the Purchaser in
            connection therewith.

                                      -37-
<PAGE>
                  13. DEFINITIONS. For purposes of this Agreement:

                  "1994 ANNUAL FINANCIAL STATEMENTS" means the audited Balance
            Sheets of the Company at September 30, 1994 and 1993 and the related
            audited Statements of Income, Retained Earnings and Cash Flows for
            the respective twelve-month periods of operations then ended,
            together with the footnotes and other supplementary information
            thereto and the audit report thereon of Mahoney dated December 9,
            1994.

                  "1995 ANNUAL FINANCIAL STATEMENTS" means the audited Balance
            Sheets of the Company at September 30, 1995 and 1994 and the related
            audited Statements of Income, Retained Earnings and Cash Flows for
            the respective twelve-month periods of operations then ended,
            together with the footnotes and other supplementary information
            thereto and the audit report thereon of Mahoney dated November 17,
            1995.

                  "ADDITIONAL WARRANTS" means all Warrants, if any, which may be
            issued by Parent to the Company pursuant to Section 12.4.

                  "AFFILIATE," with respect to any Person, means any Person
            directly or indirectly controlling, controlled by or under common
            control with such Person.

                  "AGREEMENT" means this Asset Purchase Agreement, as amended or
            supplemented in accordance with the provisions hereof, together with
            all Schedules and Exhibits hereto.

                  "ASSETS" means all of the assets, rights and properties
            described in Section 1.1.

                  "ASSUMED CONTRACTS" means the Real Property Subleases, the
            Product Licenses and the other Contracts referred to in Section
            1.1(v).

                  "ASSUMED LIABILITIES" means the liabilities and obligations of
            the Company to be assumed by the Purchaser pursuant to Section 1.4,
            subject to Section 1.5.

                  "BASELINE EBITDA" has the meaning given such term in Section
            1.3(d).

                  "BASELINE NET WORTH" has the meaning given such term in
            Section 1.3(e).

                  "CLAIM" means any action, suit, claim or legal, administrative
            or arbitral proceeding or investigation.

                                      -38-
<PAGE>
                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "COMMON STOCK" means shares of Common Stock, $.01 par value,
            of the Purchaser.

                  "COMPANY" means Plymouth Mills, Inc., a New York corporation.

                  "COMPANY BALANCE SHEET" means the Balance Sheet of the Company
            at September 30, 1995 that is included in the 1995 Annual Financial
            Statements.

                  "CONTRACT" means any contract, agreement, indenture, note,
            bond, loan, instrument, lease, conditional sale contract, mortgage,
            license (including, without limitation, any trademark license),
            trust, joint venture, franchise, sales order, purchase order,
            commitment or other binding arrangement, whether or not in writing.

                  "DEBENTURES" means, collectively, the Purchase Debenture, the
            Rolling Debenture and (if and when issued) the Earnout Debenture.

                  "DOCUMENT" means any instrument or document required or
            contemplated by this Agreement to be executed and delivered by any
            party at or prior to the Closing for the purposes of consummating
            the transactions contemplated by this Agreement.

                  "EARNOUT AMOUNT" has the meaning given such term in Section
            1.3(d).

                  "EARNOUT DEBENTURE" means Parent's Junior Subordinated
            Debenture issued to the Company pursuant to Section 1.3(d),
            substantially in the form of Exhibit A-3 hereto.

                  "EBITDA" means net income calculated in accordance with GAAP
            and consistent with the 1995 Annual Financial Statements, PLUS to
            the extent deducted for purposes of determining such net income,
            without duplication, interest, federal income taxes, depreciation
            and amortization, all cash compensation paid to the Shareholders
            during the period in question in excess of $200,000, and all legal
            fees, accounting fees and fees paid to CoView Capital, Inc., but
            only to the extent that it can be demonstrated that such fees are
            directly attributable to the transactions contemplated by this
            Agreement.

                  "EFFECTIVE DATE" means August 2, 1996.

                                      -39-
<PAGE>
                  "EFFECTIVE DATE NET WORTH" means the sum of (i) amount by
            which the total Assets of the Company that are acquired by the
            Purchaser pursuant to this Agreement exceeds the total of the
            Assumed Liabilities assumed by the Purchaser pursuant to this
            Agreement, both as of the close of business on the Effective Date
            and both determined in accordance with GAAP and consistent with the
            Company's March 31, 1995 balance sheet, including in such
            determination employee bonus accruals (even though not included in
            such balance sheet) but excluding vacation accruals; PLUS (ii)
            eleven percent (11%) of the net revenues (gross revenues LESS
            returns and allowances) of the Operations from the close of business
            on the Effective Date through the commencement of business on the
            Closing Date.

                  "EFFECTIVE DATE WARRANT" means the Warrant to be issued by
            Parent pursuant to Section 2.3(i), substantially in the form of
            Exhibit B, representing the right to purchase an aggregate of 30,000
            shares of Common Stock of Parent.

                  "EMPLOYMENT AGREEMENTS" has the meaning given such term in
            Section 2.3(iv).

                  "ENVIRONMENTAL LAWS" means all Laws concerning pollution or
            protection of the environment (including without limitation all
            those relating to the presence, use, production, generation,
            handling, transportation, treatment, storage, disposal,
            distribution, labeling, testing, processing, discharge, Release,
            threatened Release, control or cleanup of any Hazardous Materials,
            substances or wastes, chemical substances or mixtures, pesticides,
            pollutants, contaminants, toxic chemicals, petroleum products or
            byproducts, asbestos, polychlorinated biphenyls, noise or
            radiation).

                  "EQUUS" means Equus II Incorporated, a Delaware corporation.

                  "ERISA" means the Employee Retirement and Income Security Act
            of 1974, as amended.

                  "FINANCIAL STATEMENTS" means the 1994 Annual Financial
            Statements, the 1995 Annual Financial Statements and the Company's
            unaudited Balance Sheet at March 31, 1995.

                  "GAAP," as applied to the preparation of any financial
            statements, means generally accepted accounting principles in the
            United States applied on a consistent basis.

                                      -40-
<PAGE>
                  "GOVERNMENTAL AUTHORITY" means (i) any government or political
            subdivision thereof, whether federal, state, local or foreign, and
            (ii) any agency, department, division, court, tribunal or
            instrumentality of any such government or political subdivision.

                  "GUARANTY" means the Guaranty Agreement to be executed by
            Equus in favor of the Company pursuant to Section 1.3(c), in
            substantially the form of Exhibit A-4 hereto.

                  "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements
            Act of 1976, as amended, and the rules and regulations promulgated
            thereunder.

                  "HAZARDOUS MATERIALS" means any hazardous, toxic, dangerous or
            other waste, substance of material defined as such in, regulated by
            or for purposes of any Environmental Law.

                  "LAW" means any applicable law, statute, code, ordinance,
            rule, regulation or other requirement, of any Governmental
            Authority, or any Order.

                  "LEASE AGREEMENT" has the meaning given such term in Section
            2.3(ii).

                  "LEASED REAL PROPERTY" means all of the Real Property covered
            by the Lease Agreement.

                  "LIEN" means any lien, pledge, mortgage, deed of trust,
            security interest, lease, charge, option, right of first refusal,
            easement, servitude, restrictive covenant, encroachment or other
            survey defect, transfer restriction under any shareholder or other
            agreement or other encumbrance of any nature whatsoever.

                  "NON-COMPETITION AGREEMENT" has the meaning given such term in
            Section 2.3(iii).

                  "OPERATIONS" means (i) for all periods prior to the Effective
            Date, the Company, and (ii) for all periods on and after the
            Effective Date, the business, assets and operations as a going
            concern which are acquired by the Purchaser from the Company
            pursuant to this Agreement and are thereafter operated by the
            Purchaser as a division or unit of operations.

                  "ORDER" means any order, directive, writ, injunction,
            judgment, ruling, award, edict, or decree, of any Governmental
            Authority.

                                      -41-
<PAGE>
                  "PARENT" means BSI Holdings, Inc., a Delaware corporation.

                  "PERSON" means any individual, corporation, partnership, firm,
            joint venture, association, joint-stock company, trust,
            unincorporated organization, or other organization, whether or not a
            legal entity, and any Governmental Authority.

                  "PLAN" means an employee benefit plan of the type described in
            Section 3.21.

                  "PRODUCT LICENSE" means a license to use names, logos,
            insignia, mascots, cartoon and animated characters and other images
            for decorating items of apparel. The term includes, but is not
            limited to, character licenses, professional and college sports
            teams licenses, and cross-licenses.

                  "PURCHASE DEBENTURE" means the Junior Subordinated Debenture
            of Parent to be issued to the Company in the original principal
            amount of $4,000,000 pursuant to Section 1.3(b), substantially in
            the form of Exhibit A-1.

                  "PURCHASER" means Brazos Sportswear, Inc., a Texas
            corporation.

                  "REAL PROPERTY" means all interests in real property,
            including (without limitation) fee simple title, leasehold, license
            and any rights in and to any easements, rights-of-way or other
            similar rights and interests.

                  "REAL PROPERTY SUBLEASES" means all leases under which the
            Company subleases any of the Leased Real Property to any other
            Person.

                  "RELEASE" has the meaning set forth in CERCLA.

                  "REQUIRED CONSENTS" means those consents described in Section
            5.4.

                  "RETAINED ASSETS" means the assets and properties to be
            retained by the Company pursuant to Section 1.2.

                  "ROLLING DEBENTURE" means Parent's Junior Subordinated
            Debenture issued to the Company pursuant to Section 1.3(c),
            substantially in the form of Exhibit A-2 hereto.

                  "SECURITIES" means, collectively, the Debentures and the
            Warrants.

                                      -42-
<PAGE>
                  "SHAREHOLDERS" means Alan Elenson and Joann Elenson.

                  "TAXES" means all federal, state, local or foreign taxes,
            including income taxes, estimated taxes, excise taxes, sales taxes,
            use taxes, gross receipts taxes, franchise taxes, employment and
            payroll related taxes, property taxes and import duties, whether or
            not measured by income, and all deficiencies, additions to tax,
            interest and penalties in connection with such tax.

                  "WARRANTS" means, collectively, the Effective Date Warrant and
            all Additional Warrants which may be issued pursuant to Section
            12.4.

            14.   MISCELLANEOUS.

                  14.1 EXPENSES. The parties shall each pay its or his own
            legal, accounting and other expenses in connection with the
            negotiation, preparation and carrying out of this Agreement and the
            consummation of the transactions contemplated herein. All
            commissions, finder's fees and other sums due CoView Capital, Inc.
            in connection with the transactions hereunder shall be paid by the
            Company on the Shareholders, and the same shall not be the
            responsibility of the Purchaser. In no event shall any such fees or
            expenses be included within the Assumed Liabilities under Section
            1.4.

                  14.2 NOTICES. All notices, requests, consents and other
            communications hereunder shall be in writing and shall be deemed to
            have been given on the date personally delivered or mailed, first
            class, registered or certified mail, postage prepaid, or when sent
            by telex or the telecopy and receipt is confirmed, as follows:

                        (i)   if to the Company or either Shareholder, to:

                              Plymouth Mills, Inc.
                              330 Tompkins Avenue
                              Staten Island, New York 10304
                              Attention: Mr. Alan Elenson

                                 with a copy to:

                              Parker Chapin Flauttau & Klimpl, L.L.P.
                              1211 Avenue of the Americas
                              New York, New York  10036
                              Attention:  Mr. Jordan A. Horvath

                                      -43-
<PAGE>
                      (ii)    if to the Purchaser, to:

                              Brazos Sportswear, Inc.
                              3860 Virginia Avenue
                              Cincinnati, Ohio  45227
                              Attention:  President

                                 with a copy to:

                              Snell & Smith, A Professional Corporation
                              1000 Louisiana, Suite 3650
                              Houston, Texas  77002
                              Attention:  Mr. W. Christopher Schaeper

            or to such other address as shall be given in writing by any party
            to the other parties hereto.

                  14.3 ASSIGNMENT. This Agreement may not be assigned by any
            party hereto without the prior written consent of the other parties,
            provided, however, that following the Closing the Purchaser may
            assign its rights hereunder without the consent of the Company or
            either Shareholder to a successor-in-interest to the Purchaser
            (whether by merger, sale of assets or otherwise). Nothing in this
            Agreement, express or implied, is intended to confer upon any
            person, other than the parties to this Agreement and their
            respective heirs, successors and permitted assigns, any rights or
            remedies under or by reason of this Agreement.

                  14.4 SUCCESSORS BOUND. Subject to the provisions of Section
            14.3, this Agreement shall be binding upon and inure to the benefit
            of the parties hereto and their respective successors, assigns,
            heirs and personal representatives.

                  14.5 SECTION AND PARAGRAPH HEADINGS. The section and paragraph
            headings in this Agreement are for reference purposes only and shall
            not affect the meaning or interpretation of this Agreement.

                  14.6 BULK SALES LAWS. The transactions contemplated by this
            Agreement shall be consummated without compliance with the bulk
            sales laws of any state. If by reason of any applicable bulk sales
            law any claims are asserted by creditors of the Company, such claims
            shall be the responsibility of the Purchaser in the case of claims
            arising under any of the Assumed Liabilities, or the responsibility
            of the Company in the case of claims arising under any other
            liabilities of the Company.

                                      -44-
<PAGE>
                  14.7 SHAREHOLDER CONSENT. The Shareholders, by their execution
            hereof, hereby give their consent to the sale and transfer of the
            Assets to the Purchaser, in accordance with Chapter 302A, Section
            202 of the New York Business Corporation Law.

                  14.8 AMENDMENT. This Agreement may be amended only by an
            instrument in writing executed by both parties hereto.

                  14.9 ENTIRE AGREEMENT. This Agreement and the Exhibits,
            Schedules, certificates and other documents referred to herein
            constitute the entire agreement of the parties hereto, and supersede
            all prior understandings with respect to the subject matter hereof
            and thereof (including, without limitation, the letter of intent
            among the Purchaser, the Shareholders and the Company dated March
            21, 1996).

                  14.10 GOVERNING LAW. This Agreement shall be construed and
            enforced under and in accordance with and governed by the law of the
            State of New York.

                  14.11 CONSTRUCTION. As the context requires or permits:
            pronouns used herein shall include the masculine, the feminine and
            neuter; terms used in plural shall include the singular, and
            singular terms shall include the plural; "hereof", "herein",
            "hereunder" and "hereto" shall refer to this Agreement; and section
            and paragraph references, when not expressly referring to another
            agreement or document, shall mean sections or paragraphs in this
            Agreement.

                  14.12 COUNTERPARTS. This Agreement may be executed in
            counterparts, each of which shall be deemed an original, but all of
            which shall constitute the same instrument.

                                      -45-
<PAGE>
            IN WITNESS WHEREOF, this Agreement has been executed and delivered
as of the date first above written.

                                    THE PURCHASER:

                                    BRAZOS SPORTSWEAR, INC.

                                    By: _______________________________
                                        RANDALL B. HALE, President

                                    THE COMPANY:

                                    PLYMOUTH MILLS, INC.

                                    By: _______________________________
                                        JOANN ELENSON, President

                                    THE SHAREHOLDERS:

                                    ___________________________________
                                    ALAN ELENSON

                                    ___________________________________
                                    JOANN ELENSON

                                      -46-
<PAGE>
EXHIBIT     DESCRIPTION
-------     -----------
A-1         Form of Purchase Debenture
A-2         Form of Rolling Debenture
A-3         Form of Earnout Debenture
A-4         Guaranty
B           Form of Warrant
C           Lease Agreement
D           Non-Competition Agreement
E-1         Employment Agreement (Alan Elenson)
E-2         Employment Agreement (Joann Elenson)
F           Opinion of Counsel for the Company and the Shareholders
G           Opinion of Counsel for the Purchaser

SCHEDULE    DESCRIPTION
--------    -----------
1.2(ii)     Retained Assets
3.5         Permitted Liens
3.6         Real Property
3.7         Changes
3.9         Doubtful Accounts
3.12        Product Licenses
3.13        Contracts
3.14        Intangible Rights
3.15        Insurance
3.16        Licenses, Permits
3.17        Litigation
3.19        Environmental Matters
3.20        Employees
3.21        Employee Benefit Plans
3.22        Customer and Suppliers
3.23        Affiliated Party Transactions
3.26        Consents
4.4         Parent Capitalization

                                      -47-