content: United States
                     Securities and Exchange Commission
                          Washington, D.C.   20549
                                      
                                  Form 8-K
                                      
                               Current Report
                                      
        Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
   Date of Report(Date of earliest event reported)  April 30, 1996               
  
                          McRae Industries, Inc.                                 
               (Exact name of registrant as specified in its charter)
  
         Delaware                         1-8578                56-0706710       
  (State or other jurisdiction         (Commission             (IRS Employer
        of corporation)                File Number)          Identification No.)
  
  402 North Main Street, Mt Gilead, N.C.                           27306         
  (Address of principal executive offices)                       (Zip code)
  
  Registrant's telephone number, including area code (910) 439-6147             
  
                                                                                 
  (Former name or former address, if changed since last report.)
  
  <PAGE>
  
  
  Item 2. Acquisition or Disposition of Assets.
  
  (a)   On April 30, 1996, McRae Industries, Inc. (McRae) entered into a Stock
  Purchase Agreement which provides among other things, for McRae to purchase
  all of the outstanding common stock of American West Trading Company (American
  West)from its current shareholders. American West is a manufacturer and
  distributor of western and work boots with manufacturing facilities located in
  Dresden and Waverly, Tennessee.  American West sells it's boots nationwide to
  major retail and specialty chain stores.
        In connection with the above Agreement, McRae purchased 400,000 shares
  of American West Common Stock for $490,000 in cash and notes and $60,000 of
  McRae's Class A Common Stock.  In addition, a deferred earn-out amount will be
  paid subject to certain conditions being met over a sixty month period. As of
  April 30, 1996, American West had approximately $6.5 million of assets and
  liabilities and annual revenues of $18,400,000. 
  
  Item 7. Financial Statements, Pro Forma Information, and Exhibits.
  
  (a) Financial Statements of Business Acquired: In response to this item, it is
  impracticable to provide all of the required financial information of American
  West at this time, however the required financial statements will be filed as
  soon as practicable, but not later than 75 days from April 30, 1996.
  
  (b) Pro Forma Financial Information:  In response to this item, it is
  impracticable to provide the required financial information at this time,
  however, it will be filed as soon as practical, but not later than 75 days
  from April 30, 1996.
  
  (c) Exhibit:
                                
     Exhibit No.                                         Description
        (2)                                        Stock Purchase Agreement
                                                     (including exhibits)
  
                                 Signatures
                                      
   Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                              McRae Industries, Inc.
                                                  (Registrant)
  
         Date:  May 10, 1996                  By: /s/B.J. McRae      
                                                  B.J. McRae
                                                  President
                                                 (Principal Executive Officer)
  
         Date:  May 10, 1996                  By: /s/David K. Helms  
                                                  David K. Helms
                                                  Vice President-Finance
                                                 (Principal Financial Officer)
  
  <PAGE>
  
  EXHIBIT INDEX                              
  
                                      
  
  EXHIBIT NO.               DESCRIPTION                         PAGE NO.
  
     (2)                    STOCK PURCHASE AGREEMENT              4-55
                            (INCLUDING EXHIBITS)
  
  <PAGE>
  
                               
                                
                                
                                STOCK PURCHASE AGREEMENT
  
                                
       THIS STOCK PURCHASE AGREEMENT ("Agreement")is made and entered into as of
  the 7th day of April, 1996, by and among WALTER A. DUPUIS ("DuPuis"), KENNETH O.
  MOORE ("Moore") and WILLIAM GLOVER ("Glover"), being collectively referred to
  herein as the "Shareholders", and MCRAE INDUSTRIES, INC., a Delaware corporation
  ("Purchaser").
  
                            STATEMENT OF PURPOSE
  
       AMERICAN WEST TRADING COMPANY, a Tennessee corporation (the "Company"),
  is engaged in the business of manufacturing and selling, at wholesale, boots
  and other footwear  (the "Business").  The Company has authorized capital of
  775,000 shares of Common Stock, of which 400,000 shares are issued and
  outstanding (the "Shares"), all of which are held by the Shareholders.  Pur-
  
  chaser desires to purchase all of the Shares.  The purpose of this Agreement
  is to set forth the terms and conditions upon which the Shareholders have
  agreed to sell to Purchaser, and Purchaser has agreed to purchase and pay for,
  the Shares. Capitalized terms shall have the meanings ascribed to them in
  Section 8.3 unless defined in other sections of this Agreement.
  
       NOW, THEREFORE, in consideration of the premises and the mutual
  agreements contained herein, the Shareholders and Purchaser hereby agree as
  follows:
  
                                  ARTICLE I
                                      
                         PURCHASE AND SALE OF SHARES
                                      
       Section 1.1 General.  Subject to all of the terms and conditions of this
  Agreement, each of the Shareholders severally agrees that at the Closing (as
  defined in Section 6.1) (i) such Shareholder will sell, assign, transfer and
  convey unto Purchaser all of the Shares held by such Shareholder as set forth
  below, and Purchaser agrees that at the Closing it will purchase all (but not
  less than all) of the Shares at an aggregate purchase price (the "Purchase
  Price") equal to (a) $325,000 in cash at the Closing, (b) Purchaser's
  promissory note, payable to the Shareholders jointly, in the principal amount
  of $45,000, bearing interest at the Interest Rate (defined in Section 8.3
  below), payable in 24 equal monthly installments of principal in the amount of
  $1,875 each, together with accrued interest (the "Note"), (c) a number of
  whole shares of Purchaser's Class A Common Stock having an aggregate Fair
  Market Value (defined in Section 8.3 below) at that date of $60,000, issued to
  and in the name of Moore; and (d) deferred earn-out payments of up to an
  aggregate $105,000 to Moore, payable in accordance with the provisions of
  Section 1.5 below.  In addition, Purchaser and DuPuis will enter into a
  consulting and non-competition agreement covering the period of 24 consecutive
  months following the Closing, providing for payments to DuPuis of $5,000 per
  month during such period.  
                                      
       Section 1.2  Appointment of Agent.  By his execution hereof, Glover
  hereby appoints Moore as his agent to receive and accept at the Closing, on
  
  <PAGE>
  
  his behalf Glover's portion of the Purchase Price to be paid and delivered to
  such Shareholder and all other documents to be delivered to such Shareholder
  at the Closing hereunder, to deliver at the Closing Glover's certificates for
  the Shares, instruments of transfer in accordance with Section 1.3 and all
  other documents, certificates or other writings contemplated hereunder, and to
  receive and distribute all payments of principal and interest on the Note.  In
  addition, Glover agrees that Moore shall have full and plenary authority to
  bind Glover with respect to all actions to be taken by the Shareholders
  pursuant to this Agreement on and after the date hereof, whether such action
  is taken before, on or after the Closing Date.  Moore by his execution hereof
  accepts such appointment and agrees that promptly after the Closing he will
  deliver such cash to Glover.  Delivery of such cash by Purchaser to Moore as
  such agent shall constitute a full acquittance of Purchaser with respect
  thereto, and Purchaser shall have no obligation to see to the redelivery of
  such cash. 
  
       Section 1.3 Delivery of Share Certificates..  Against receipt of the
  payment of the Purchase Price, each Shareholder shall deliver to Purchaser the
  certificate(s) for the Shares being sold by such Shareholder, together with
  such stock powers, endorsements, and assurances (including signature guaran-
  
  tees, if requested by Purchaser) as will entitle Purchaser to immediate
  registration of transfer of such Shares in its name and as will convey such
  Shares to Purchaser free and clear of all liens, encumbrances and adverse
  claims, other than transfer restrictions imposed by applicable securities
  laws.
  
       Section 1.4  "All or None".  The obligation of Purchaser to purchase and
  pay for the Shares tendered at Closing by any Shareholder is subject, inter
  alia, to the condition that all of the shares held by all Shareholders be
  tendered, delivered and available for purchase, Purchaser having no obligation
  hereunder to purchase less than all of the Shares.
  
       Section 1.5  Deferred Purchase Price.  Purchaser shall pay to Moore an
  amount (the "Deferred Payment") equal to a percentage of the Company's Pre-Tax
  Earnings (as defined below), determined and payable as follows:
  
  <PAGE>
  
  
  Period of Determination
  of Pre-Tax Earnings                 Amount Payable               When Payable
  
  
  (a)  1st through 24th calendar
       months following the
       Closing.                      Lesser of 40% of
                                     Pre-Tax Earnings
                                     or $45,000.00.
                                                             On or before the
                                                             end of the 26th
                                                             calendar month
                                                             after the Closing.
  
  
  (b)  25th through 36th calendar
       month after the Closing.      Lesser of 20% of
                                     Pre-Tax Earnings
                                     or $20,000.             On or before the
                                                             end of the 38th
                                                             calendar month
                                                             after the Closing.
  
  
  (c)  25th through 48th calendar
       month after the Closing.      Lesser of 20% of
                                     Pre-Tax Earnings
                                     or $40,000, less
                                     any amount paid
                                     under (b) above.       On or before the
                                                            end of the 50th
                                                            calendar month
                                                            after the Closing.
  
  
  (d)  25th through 60th calendar
       month after the Closing.     Lesser of 20% of
                                    Pre-Tax Earnings
                                    and $60,000, less
                                    any amounts paid
                                    under (b) and (c)
                                    above.                  On or before the
                                                            end of the 62nd 
                                                            calendar month
                                                            after the Closing.
  
  
       "Pre-Tax Earnings" shall mean income from the Company's continuing
  operations of the Business, including related expense and interest on all
  funds advanced to the Company, but excluding extraordinary, unusual or
  nonrecurring items, the effect of any change in accounting principles, prior
  period adjustments, the effect, if any, of net operating loss carryover, and
  the effect of any discontinued operations, as defined by generally accepted
  accounting principles, all as determined, without audit, for each of the
  relevant periods by the independent accounting firm then auditing the books of
  the Purchaser.  
  
                                 ARTICLE II
                                      
              REPRESENTATIONS AND WARRANTIES AS TO THE SHARES 
                             AND THE TRANSACTION
  
       To induce Purchaser to enter into this Agreement and to purchase such
  Shareholder's Shares hereunder, each Shareholder severally represents and
  warrants to the Purchaser that: 
  
       Section 2.1  Ownership of Shares.  Such Shareholder is the legal owner
  of the number of shares set forth by such Shareholder's name in Section 3.4
  hereof.  Such Shares are held by such Shareholder free and clear of all liens,
  encumbrances and adverse claims whatsoever (other than a pledge of all of the
  Shares to Trans Financial Bank NA (the "Trans Financial Pledge") and restric-
  tions on transfer imposed by applicable securities laws; such Shareholder has
  full power and authority to sell and assign such Shares to Purchaser at the
  closing pursuant hereto; and upon the delivery to Purchaser of the
  certificate(s) for such Shares and accompanying instruments at the Closing
  
  <PAGE>
  
  
  pursuant to Section 1.3 Purchaser will have acquired good, valid and exclusive
  title to such Shares free and clear of all liens, encumbrances and adverse
  claims whatsoever (other than transfer restrictions imposed by applicable
  securities laws) and will be immediately entitled to the registration of such
  Shares in its name on the books of the Company and thereupon entitled to all
  rights of a Shareholder of the Company evidenced thereby.  Upon delivery to
  Purchaser of the certificate(s) for the Shares and accompanying instruments at
  the Closing pursuant to Section 1.3, Purchaser shall have acquired all of the
  outstanding shares of capital stock of the Company and all of the interests in
  the Shares, including any remainder or other residual interest.  The Shares
  have been duly and validly issued and are fully paid, nonassessable and not
  subject to call and have not been issued in violation of any preemptive
  rights.
  
       Section 2.2  No Conflicts; Consents; Binding Effect.  The execution,
  delivery and performance of this Agreement by such Shareholder and the sale of
  such Shareholder's Shares to Purchaser hereunder, do not and will not conflict
  with, violate or constitute a breach of any agreement, instrument or other
  contract by which such Shareholder is bound, except as set forth on Schedule
  2.2 hereto, nor will they violate any judgment, order, decree, law, statute,
  regulation or other judicial or governmental restriction to which such
  Shareholder is subject or (in the case of a Shareholder who is not an
  individual) the charter, trust agreement or other constituent instrument by
  which such Shareholder was created or is governed, nor do they or will they
  require the consent of, or any prior filing with or notice to, any
  governmental authority or other third party.  This Agreement constitutes the
  legal, valid and binding obligation of such Shareholder, enforceable against
  such Shareholder in accordance with its terms.
  
       Section 2.3  No Litigation.  There is not pending or threatened against
  such Shareholder any action, suit or proceeding before any court, arbitrator
  or governmental or regulatory authority which challenges or calls into
  question the authority of such Shareholder to enter into this Agreement or to
  perform his obligations hereunder or in which an adverse decision could
  adversely affect the transactions contemplated hereby.
  
                                 ARTICLE III
                                      
                   GENERAL REPRESENTATIONS AND WARRANTIES 
  
       To induce Purchaser to enter into this Agreement and to purchase the
  Shares hereunder Moore and DuPuis, jointly and severally, represent and
  warrant that:
  
       Section 3.1  Corporate Organization and Authority.  The Company is a
  corporation duly organized and validly existing in good standing under the
  laws of the State of Tennessee, with full corporate power and authority to
  conduct its business as now conducted, own its assets and enter into and
  perform its obligations under this Agreement, and the copies of the Company's
  Articles of Incorporation and Bylaws heretofore provided to Purchaser are true
  and complete as of this date hereof.
  
       Section 3.2  Subsidiaries and Foreign Qualification.
  
  <PAGE>
  
  
       (a)  Subsidiaries.  Except as set forth on Schedule 3.2 hereto, the
  Company has no subsidiaries and no other equity investments in any other
  corporation, partnership, association, trust or other business entity.  
  
       (b)  Foreign Qualification.  The Company is in good standing and is
  qualified to transact business as a foreign corporation in all states in which
  the nature and location of the Company's business and assets requires
  qualification as a foreign corporation, unless the failure by the Company to
  so qualify in such jurisdiction will not have a material adverse effect on its
  business or assets or subject it to material penalties.  
  
       Section 3.3  Absence of Conflicts and Consent Requirements.  Except as
  set forth on Schedule 3.3, the Shareholders' execution and delivery of this
  Agreement and performance of its and their obligations hereunder, do not and
  will not conflict with, violate or result in any default under the Company's
  Articles of Incorporation or Bylaws or any mortgage, indenture, agreement,
  instrument or other contract or by which the Company or any Shareholder is
  bound, nor will they violate any judgment, order, decree, law, statute,
  regulation or other judicial or governmental restriction to which either the
  Company or any Shareholder is subject, nor do they or will they require the
  consent of, or any prior filing with or notice to, any governmental authority
  or other third party. 
  
       Section 3.4  Capitalization.  The authorized capital stock of the
  Company consists of 775,000 shares of Common Stock.  The only issued and
  outstanding shares are the Shares, which have been duly and validly authorized
  and issued and are fully paid and nonassessable.  The Shares are owned
  beneficially and of record as follows:
  
       Name                # of Shares         Certificate Number  
  
       William Glover            20,000        9 and 11
       Walter A. DuPuis         190,000        5, 6 and 10
       Kenneth O. Moore         190,000        12
  
       There are no outstanding subscriptions, warrants, options, calls,
  commitments or other rights or agreements to which the Company or any
  Shareholder is bound relating to the issuance, sale or redemption of shares of
  Common Stock or other securities of the Company and no person other than the
  Shareholders has any interest in the Shares, except a possible claim by Greg
  Gellman, Dennis Ziolkowski and Charlie McCoy that they are or were entitled to
  have shares of the Common Stock issued to them pursuant to a stock plan (the
   Capital Stock Plan Claim ).  No shares of capital stock or other securities
  of the Company are reserved for any purpose.  No Shares have been issued in
  violation of any preemptive rights.
  
       Section 3.5  Financial Statements; No Undisclosed Liabilities.  The
  Company has delivered to Purchaser (i) the Company's balance sheets at
  December 31, 1993, 1994 and 1995, and the related statements of income and
  expense for each of the three years then ended, and (ii) the Company's balance
  sheet at February 29, 1996, and (the "Balance Sheet") and the year-to-date
  related statement of income and expense (such financial statements are herein-
  
  
  <PAGE>
  
  
  after referred to as the "Financial Statements").  The Financial Statements
  are true and correct in all material respects and have been prepared in
  accordance with generally accepted accounting principles, which have been
  applied consistently throughout the periods involved except as noted in such
  Financial Statements and except that the income statement for the year ended
  December 31, 1995, should be adjusted for the following items:  additional bad
  debts of $72,000; (2) additional inventory writedown of $84,000; (3)
  additional loss incurred for gross profit on Ross Cheney account of $20,000;
  and (4) 1995 employee bonus of $5,000.  The balance sheets contained in the
  Financial Statements fairly reflect all liabilities of the Company of the
  types normally reflected in balance sheets as of the dates thereof and any
  liabilities that will arise or be incurred by the Company in connection with
  the transactions contemplated hereby, and except for current liabilities
  incurred in the ordinary course of business consistent with past practices
  (and not materially different in type or amount), the Company has no liabili-
  ties or obligations of any nature, whether accrued, absolute, contingent or
  otherwise, whether due or to become due, whether properly reflected as a
  liability or a charge or reserve against an asset or equity account, and
  whether or not the amount thereof is readily ascertainable, except as set
  forth on Schedule 3.5 hereto.  
  
       Section 3.6  Absence of Certain Changes.  Since December 31, 1995,
  except as set forth or referred to in Schedule 3.6 hereto, there has not been:
  
       (a)  any material adverse change in the financial position of the
  Company or in the results of its operations, other than operating losses
  incurred in January and February 1996 of which the Purchaser has been advised
  and economic or regulatory changes generally known throughout the Company's
  industry as a whole and not unique to the Company's business;
  
       (b)  any change in the condition of the properties, business or
  liabilities of the Company except normal and usual changes in the ordinary
  course of business which have not been materially adverse, other than economic
  or regulatory changes generally known throughout the Company's industry as a
  whole and not unique to the Company's business;
  
       (c)  any damage, destruction or loss (whether or not covered by
  insurance) materially and adversely affecting the properties or business of
  the Company;
  
       (d)  any purchase or any sale, lease, abandonment or other disposition
  by the Company of any interest in real property, or of any machinery,
  equipment or other operating tangible personal property other than
  acquisitions and dispositions of personal property in the ordinary course of
  business;
  
       (e)  any change in the accounting methods or practices followed by the
  Company or in depreciation, amortization or inventory valuation policies
  theretofore used or adopted;
  
       (f)  any material liability incurred by the Company, contingent or
  otherwise, other than trade accounts, operating expenses, obligations under
  executory contracts incurred for fair consideration, taxes accrued with
  respect to operations during such period and indebtedness for money borrowed
  or for the deferred purchase price of property purchased for fair con-
  
  
  <PAGE>
  
  
  sideration, all incurred in the ordinary course of the Company's business;
  
       (g)  any bonus paid to any employee, Shareholder or officer of the
  Company, any increase in the compensation paid or to be paid, directly or
  indirectly, to any officer or key employee of the Company, or any general
  increase in the rate of compensation paid to the Company's other employees
  other than routine increases in wages in the ordinary course of business;
  
       (h)  any loan or advance made to any employee, officer or Shareholder
  of the Company or any relative of such employee, officer or Shareholder;
  
       (i)  any resignation or threatened resignation of any key employee of
  the Company; 
  
       (j)  any other material adverse change in the business or prospects of
  the Company, other than operating losses in January and February 1996 and
  economic or regulatory changes generally known throughout the Company's
  industry as a whole and not unique to the Company's business;
  
       (k)  any payment or declaration, or any commitment for the payment or
  declaration, by the Company of any dividend (whether in cash, stock, property
  or otherwise) or other distribution in respect of the Common Stock, or any
  repurchase, redemption or retirement, or commitment to repurchase, redeem or
  retire, by the Company of any of the Common Stock;
  
       (l)  any amendment to or change in the Articles of Incorporation or
  Bylaws of the Company;
  
       (m)  any forgiveness by the Company of any material debt due it or any
  waiver by the Company of any material rights;
  
       (n)  any material election for tax purposes which was either (i) made
  by the Company, or (ii) eligible to be made by the Company but not so made,
  with the effect that such election may not be subsequently made;
  
       (o)  any capital expenditure, or group of related capital expenditures,
  by the Company of $20,000 or more; or
  
       (p)  any other circumstances or conditions known to the Company or the
  Shareholders that could result in any of the events referred to in the
  foregoing subparagraphs (a) - (o) or any agreement or commitment by or on
  behalf of the Company or the Shareholders to do or take any of the actions
  referred to in the foregoing subparagraphs (a) - (o).
  
       Section 3.7  Title to Assets.
  
       (a)  Real Property.  
  
            (i)  The Company has good and marketable fee simple title to the
  Real Property free and clear of all liens, charges, security interests,
  easements, reservations, restrictions, encumbrances or other defects in title
  other than those set forth in Schedule 3.7(a) hereto ("Permitted
  Encumbrances").     
  
  
  <PAGE>
  
  
            (ii)      The Real Property and the present use and condition
  thereof do not violate any applicable deed restrictions or other covenants,
  restrictions, agreements, existing site plan approvals, zoning or subdivision
  regulations or urban redevelopment plans applicable to the real property as
  modified by any duly issued variances, and no permits, licenses or
  certificates pertaining to the ownership or operation of the real property,
  other than those which are transferable therewith, are required by any
  governmental agency having jurisdiction over the Real Property or its
  operation.
  
            (iii)     All improvements on the Real Property are wholly
  within the lot limits of the real property and do not encroach on any
  adjoining premises; and there are no encroachments on any of the real property
  by any improvements located on any adjoining premises.
  
            (iv)      Neither Moore nor DuPuis has any knowledge of any (i)
  proposed increases in the property valuation of the Company's real property,
  (ii) proposed changes in the real or personal property tax laws or ordinances
  (including new laws and ordinances) or (iii) proposed changes in other laws or
  regulations (including new laws and ordinances), any of which, if enacted,
  would have a material adverse effect on the Company's real property or the
  Business.
  
            (v)  There are no facts known to Moore or DuPuis that would
  prevent any of the Real Property from being occupied after the Closing in
  substantially the same manner as before.
  
            (vi) None of the Company's real property is leased to others.
  
            (vii)     The Company's manufacturing facilities have at all
  times been lawfully occupied and there are no facts known to Moore or DuPuis
  that would prevent any of such facilities from being occupied after the
  Closing in substantially the same manner as before. 
  
            (viii)    The Company's manufacturing facilities, and all
  improvements thereon, were constructed in compliance with all applicable
  federal, state or local statutes, laws, ordinances, regulations, rules, codes,
  orders or requirements (including, but not limited to, any building, zoning or
  environmental laws or codes) affecting such premises.
  
       (b)  Equipment.  The Company has good and marketable fee simple title
  to the Equipment free and clear of all liens, charges, security interests,
  easements, reservations, restrictions, encumbrances and other defects in title
  other than those set forth in Schedule 3.7(b) hereto ("Permitted Encumbranc-
  es").
  
       (c)  Inventory.  Except as set forth in Schedule 3.7(c) ("Permitted
  Encumbrances"), the Company has good and marketable fee simple title to the
  Inventory, free and clear of all encumbrances.
  
       (d)  Receivables.  The Receivables existing on the Closing Date will
  
  <PAGE>
  
  constitute valid and enforceable claims of the Company, arising in the
  ordinary course of the Business and enforceable by the Company in accordance
  with the terms of the instruments or documents creating them.  
  
       (e)  Intangible Property.  The Company has the rights to use the Names
  in connection with its business as and where now conducted, and the Company is
  not a party to any agreement with any other person or entity with respect to
  the use of the Names.  The Company owns or possesses all licenses and permits,
  and any and all rights to use any trademarks, trade names, software or
  copyrights necessary or being used to conduct its business as and where now
  conducted and has not received any notice of conflict with the asserted rights
  of any others.  Listed on Schedule 3.7(e) hereto is an accurate and complete
  listing of all such trademarks, trade names, software or copyrights owned by,
  registered or licensed by the Company, together with a description of all
  liens and encumbrances on any of them.   
  
       (f)  Contract Rights.  The rights of the Company under the Contracts
  are valid and enforceable by the Company, will at the Closing be enforceable
  by Purchaser, in each case in accordance with their respective terms except as
  such enforceability may be limited by applicable bankruptcy, insolvency and
  other similar laws affecting creditors' rights generally and by such
  principles of equity as may affect the availability of equitable remedies. 
  Neither the Company nor the other parties thereto are in default in any
  material respects (nor does any circumstance exist which, with notice or the
  passage of time or both, would result in such a default) under said Contracts,
  and subject only to obtaining the consents described in Schedule 3.7(f) hereto
  with respect thereto, will not violate the terms thereof.  All amendments or
  supplements to the Material Contracts (as defined in Section 3.15) and all
  notices with respect to such Contracts are specifically identified in Schedule
  3.15 hereto.  
  
       Section 3.8  Condition of Tangible Assets.
  
       (a)       Real Property.  All electric, gas, water and sewer utilities
  serving the Real Property are adequate.  There are no zoning or similar land
  use restrictions presently in effect or, to the knowledge of Moore or DuPuis,
  proposed by any governmental authority, which would impair the use of the Real
  Property for the purposes for which it is now being used or now proposed to be
  used, and the Real Property is in compliance in all material respects with all
  applicable zoning or similar land use restrictions of all governmental
  authorities having jurisdiction thereof and with all recorded restrictions,
  covenants and conditions affecting the Real Property.  No proceedings for the
  taking of any of the Real Property by eminent domain by any governmental
  authority are pending or, to the knowledge of Moore or DuPuis, threatened. 
  
       (b)  Environmental Compliance.  Except as set forth on Schedule 3.8(b)
  hereto, no pollutants or other toxic, infectious or hazardous substances,
  materials or wastes (collectively, the "Substances"), including, without
  limitation, any solid, liquid, gaseous or thermal irritant or contaminant,
  such as smoke, vapor, soot, fumes, acids, alkalis, chemicals or wastes
  (including materials to be recycled, reconditioned or reclaimed), petroleum,
  petroleum derivatives and petroleum products, asbestos and asbestos-containing
  materials, radon gas, methane gas, polychlorinated biphenyls ("PCBs")
  (including PCBs in the form of electrical transformers, fluorescent light fix-
  
  <PAGE>
  
  tures with ballasts, cooling oils or any other device or form) and any other
  substance, material or waste, which Substances may be regulated or prohibited
  by, or may support a cause of action, claim or proceeding under, any federal,
  state or local environmental statute or ordinance or regulations promulgated
  thereunder (including, without limitation, the Comprehensive Environmental
  Response, Compensation and Liability Act, the Superfund Amendments and
  Reauthorization Act, the Resource Conservation and Recovery Act, the Toxic
  Substances Control Act, the Hazardous Materials Transportation Act, the Clean
  Air Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act,
  the Occupational Safety and Health Act, the Emergency Planning and Community
  Right-to-Know Act, and the Federal Insecticide, Fungicide and Rodenticide
  Act), law, ordinance, regulation, rule, requirement, published policy, or
  right or remedy existing under common law or in equity (collectively, the
  "Statutes and Laws") have been or, prior to the Closing, shall have been,
  used, installed, located, spilled, discharged, dispersed, released, stored,
  treated, generated, transported to or from, disposed of or allowed to escape
  on the Real Property, including, without limitation, the soil and the surface
  and subsurface waters of such location in such a manner so as to violate the
  Statutes and Laws, or to give rise to liability or potential liability under
  the Statutes and Laws or to create a cause of action under the Statutes and
  Laws.  No investigation, administrative order, governmental notice of
  noncompliance or violation, remediation action plan, consent order or
  agreement, civil or criminal litigation or settlement with respect to Sub-
  stances or underground storage tanks shall be proposed, threatened or in exis-
  tence with respect to the Real Property.  There are not currently and have
  never been any above-ground storage tanks or underground storage tanks located
  on the Real Property except as noted in a Phase I Report of a study done n
  March 1993, which has been delivered to the Purchaser.
  
       The Real Property and the Company's operations at the Real Property have
  at all times been and at the Closing Date shall be in material compliance with
  all applicable Statutes and Laws.  No notice shall have been served on or
  delivered to the Company or any Shareholder from any entity, governmental body
  or individual claiming any violation of any Statutes and Laws or demanding
  payment or contribution for environmental damage or injury to natural
  resources.
  
       (c)  Equipment.  Moore and DuPuis are making no representation or
  warranty with respect to the physical condition of the Equipment, it being the
  understanding of the parties hereto that Purchaser is accepting the Equipment
  in its "as is" physical condition.
  
       (d)  Inventory.  The finished goods in the Inventory (with the
  exception of manufacturing defects occurring in the ordinary course of
  business) consists of items that are saleable in the ordinary course of the
  Business and are of a good quality.  All items of raw materials and work-in-
  process in the Inventory are usable in the Business.
  
       Section 3.9  Leases.  Except as set forth in Schedule 3.9 hereto, none
  of the Equipment or the Real Property is leased by the Company to any other
  party and none of the real or personal property used in the Business is leased
  by the Company from any other party.
  
  
  <PAGE>
  
  
       Section 3.10  Adequacy of Assets.  Except as set forth in Schedule 3.10
  hereto, the Assets include all property, contract rights, leases and
  intangibles necessary for Purchaser to continue the Business after the Closing
  as it is now conducted.  Except as set forth in Schedule 3.10 hereto, for such
  continuation of the Business as it is now conducted, there are no capital
  expenditures which the Company now plans to make or anticipates will be
  required to be made in excess of an aggregate of $35,000.  
  
       Section 3.11  Loss Contingencies.
  
       (s)  Pending or Threatened Litigation.  Except as described in Schedule
  3.11(a) hereto, there are no material claims, actions, suits or other
  proceedings pending, or to the knowledge of Moore or DuPuis, threatened,
  against the Company or any of the Assets or the Real Property before any
  court, agency or other judicial, administrative or other governmental body or
  arbitrator.
  
       (b)  Other Loss Contingencies.  Except as described in Schedule 3.11(b)
  hereto, there are no other material "loss contingencies" (as defined in
  Statement of Financial Accounting Standards No. 5 issued by the Financial
  Accounting Standards Board in March 1975 ("FAS 5")), which would be required
  by FAS 5 to be disclosed or accrued in financial statements of the Company
  were such statements prepared at the time this warranty is made or deemed
  made.
  
       Section 3.12  Compliance with Law.
  
       (a)       Conduct of Business.  The Company has conducted its business so
   as to comply with, and is in compliance with, all laws, statutes, regulations,
  rules and other requirements of any governmental authority applicable to it
  (collectively "Legal Requirements").
  
       (b)  Investigations.  Except as set forth in Schedule 3.12(b) hereto,
  there have been no investigations of the Company or the Business known to
  Moore or DuPuis conducted by any grand jury, administrative agency or other
  governmental authority since January 1, 1990. 
  
       (c)  Judgments and Orders.  There are no outstanding judgments, orders,
  writs or decrees of any judicial or other governmental authority binding upon
  the Company or its assets. 
  
       (d)  Capital Expenditures.  There are no material capital expenditures
  which the Company now anticipates will be required to be made in connection
  with the Business as now conducted in order to comply with any existing laws,
  regulations or other governmental requirements applicable to the Company's
  business, including without limitation requirements relating to occupational
  health and safety, the Americans with Disabilities Act and protection of the
  environment.
  
       (e)  Licenses.  The Company holds all of the licenses, permits and
  other governmental franchises required for the conduct of the Business as now
  conducted, all of which are listed on Schedule 3.12(e) hereto.  The Company is
  not in default under any such license, or permit or franchise, nor does any
  
  <PAGE>
  
  
  circumstance exist which with notice or the passage of time or both would
  result in such a default.  
  
       (f)  Improper Payments.  Neither the Company or any of the Shareholders
  nor any officer, director, employee or other representative of the Company
  acting or purporting to act on behalf of the Company or of any business enter-
  prise with which the Company has been associated or affiliated, has, directly
  or indirectly, made or authorized any payment, contribution or gift of money,
  property, or services, in violation of applicable law, (i) as a kickback or
  bribe to any person or (ii) to any political organization or the holder of, or
  any aspirant to, any elective or appointive office of any nation, state,
  political subdivision thereof, or other governmental body or instrumentality.
  
       Section 3.13  Taxes.
  
       (a)  Returns and Payment of Taxes.  All tax returns due prior to the
  Closing Date by the Company and the Shareholders with all taxing authorities
  have been or prior to the Closing Date will have been filed, or appropriate
  extensions obtained; and all Taxes (as defined in Section 8.3) shown to be due
  and payable on such returns, all other Taxes, duties and other governmental
  charges payable by the Company and the Shareholders and for the payment of
  which there may arise any lien upon the Company's assets subsequent to the
  Closing, and all deficiencies, assessments, penalties and interest with
  respect thereto notice of which has been received by the Company or the
  Shareholders, in each case due and payable on or before the Closing Date, have
  been or prior to the Closing Date will have been paid.
  
       (b)  Withholding of Taxes.  There has been withheld or collected from
  each payment made to each employee of the Company the amount of all Taxes
  (including without limitation federal income taxes, Federal Insurance
  Contributions Act taxes and state and local income, payroll and wage taxes)
  required to be withheld or collected therefrom and the same have been paid to
  the proper tax depositories or collecting authorities.
  
       (c)  Property Taxes.  All state or local real and personal property
  taxes and assessments for years prior to 1996 imposed on the Company with
  respect to, or which may become a lien on, the Assets have been paid in full.
  
       (d)  Audits.  There are no pending, or to the knowledge of Moore or
  DuPuis, threatened, questions or examinations relating to, or claims asserted
  for any federal, state or local taxes, including without limitation income,
  payroll, wage, withholding or property taxes, against the Company.  Except as
  set forth on Schedule 3.13(d) hereto, the Company has not been the subject of
  any audit by the Internal Revenue Service or any state or local taxing
  authorities.
  
       Section 3.14  Employee Matters.
  
       (a)  List of Agreements.  Except as set forth on Schedule 3.14(a)
  hereto, there are no agreements between the Company and any of its employees,
  consultants, officers and directors, or any other persons performing services
  for the Company, relating to their employment by or performance of services
  for the Company or their compensation therefor, other than oral employment
  
  <PAGE>
  
  
  agreements with employees terminable at will.
  
       (b)  Other Information as to Employees and Their Benefits.Schedule
  3.14(b) hereto sets forth:
  
            (i)  the names of all employees of the Company whose rate of
  direct compensation (including wages, salaries and actual or anticipated
  bonuses) plus the value of other annual benefits not made available to the
  Company's other employees generally, exceeds $25,000 per year, and the rate of
  compensation and amount of such other benefits for each such employee; and
       
            (ii)  all bonus, pension, profit sharing, deferred compensation,
  retirement, hospitalization, medical or dental reimbursement, severance pay,
  vacation pay, disability, death benefit, insurance, and other similar plans,
  programs or arrangements providing benefits to employees of the Company
  (including without limitation all "employee benefit plans" within the meaning
  of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
  amended ("ERISA")) ("Employee Benefit Plans").
   
       (c)       Company Plans.  Except as disclosed on Schedule 3.14(c) hereto,
  neither the Company nor any ERISA Affiliate sponsors, maintains or contributes
  to any "employee pension benefit plan" (within the meaning of Section 3(2) of
  ERISA).  Neither the Company nor any ERISA Affiliate has any liability,
  contingent or otherwise, under (i) any Employee Benefit Plan, (ii) any
  employee pension benefit plan (within the meaning of Section 3(2) of ERISA)
  sponsored, maintained or contributed to by the Company or any ERISA Affiliate
  in the past, to any employees, any former employees (or those deriving rights
  from either such persons), or the Pension Benefit Guaranty Corporation, or
  (iii) any "multiemployer plan" (within the meaning of Section 4001(a)(3) of
  ERISA).
  
       (d)  Compliance with Laws and Regulations.  Each Employee Benefit Plan
  has at all times been maintained and operated in compliance with its terms and
  the requirements of all applicable laws and regulations, including, without
  limitation, ERISA and the Internal Revenue Code of 1986 (the "Code"), and the
  Company has received no notice from any governmental authority of any failure
  to so comply which failure has not been cured.  All reports and returns with
  respect to the Employee Benefit Plans required to be filed with any
  governmental authority, the failure to so timely file which could have a
  material adverse effect on the Company's business or its assets, have been
  timely filed.  Each Employee Benefit Plan that is a "group health plan" (as
  such term is defined in Section 5000(b)(1) of the Code) has been administered
  and operated in all respects in compliance with the applicable requirements of
  Sections 601 through 607 of ERISA and Section 4980B(f) of the Code ("COBRA"),
  and the Company is not subject to any liability for such noncompliance,
  including, but not limited to, additional contributions, fines, penalties or
  loss of tax deduction as a result of such administration and operation.  The
  Company does not maintain any Employee Benefit Plan (whether qualified or
  nonqualified within the meaning of Section 401(a) of the Code) providing for
  retiree health and/or life benefits except as described in Section
  3.14(b)(ii).  There are no claims, appeals of claims (including litigation) or
  alleged fiduciary breaches involving any Employee Benefit Plan presently
  asserted or which may foreseeably be asserted with respect to benefits under
  
  <PAGE>
  
  
  any such Employee Benefit Plan.
       
       (e)  Documents Related to Employee Benefit Plans.  The Company has
  delivered or caused to be delivered to Purchaser true and complete copies of
  all material documents in connection with each Employee Benefit Plan,
  including, without limitation (where applicable), (i) the text of all Employee
  Benefit Plans as in effect on the date hereof, together with all amendments
  thereto; (ii) all current summary plan descriptions, summaries of material
  modifications and material communications; (iii) all current trust agreements,
  declarations of trust and other documents establishing other funding
  arrangements (and all amendments thereto and the latest financial statements
  thereof); (iv) Form 5500 for the most recent completed fiscal year for each
  Employee Benefit Plan which has been filed; (v) the most recently prepared
  financial statements; and (vi) all service provider agreements, insurance
  contracts, annuity contracts, investment management agreements, subscription
  agreements and recordkeeping agreements.
  
       (f)  Labor Organizations.  The Company is not party to any collective
  bargaining agreement with any labor union or similar organization, nor does
  Moore or DuPuis know of any such organization which represents or claims to
  represent, is currently soliciting union authorization cards from, or intends
  to organize any of the Company's employees.
  
       (g)  Restrictions on Employees.  Except as set forth on Schedule
  3.14(g), to the knowledge of Moore and DuPuis, no officer or employee of the
  Company is subject to any agreement with any other person or entity which
  requires such officer or employee to keep confidential any trade secrets,
  proprietary data, customer lists or other business information or which
  restricts such officer or employee from engaging in competitive activities or
  solicitation of customers.
  
       Section 3.15  Certain Contracts and Transactions.  The term "Material
  Contracts" shall mean all of the contracts, agreements, commitments or the
  like of the Company set forth on Schedules 3.15(a), (b), (c) and (d).
  
       (a)  Executory Contracts.  Schedule 3.15(a) hereto sets forth all
  existing executory material contracts, agreements and commitments of the
  Company of any kind or nature, including without limitation contracts,
  agreements and commitments which require the Company to make payments
  thereunder during the next 12 months from the date of this Agreement in excess
  of $25,000, except purchase orders in the ordinary course of business, and
  including without limitation all joint venture, partnership and participation
  agreements, license agreements, leases, notes or other evidence of indebted-
  ness, security agreements, mortgages, noncompetition agreements and powers of
  attorney, whether written or unwritten, and all material supply contracts.
  
       (b)  Contracts.  Except as set forth in Schedule 3.15(b) hereto or
  entered into between the date hereof and the Closing Date with Purchaser's
  prior consent, the Company is not party to any contract or agreement
  (including an option) entered into other than in the ordinary course of the
  Business.
  
       (c)  Interested Transactions.  Except as set forth in Schedule 3.15(c),
  
  <PAGE>
  
  
  the Company is not party to any contract, agreement, transaction,
  understanding or concession with any of the following persons, or in which any
  of the following persons have any direct or indirect interest (other than as a
  shareholder or employee of the Company): 
  
            (i)   any shareholder or any director or officer of the Company; 
  
            (ii)  any of the spouse, parents, siblings and children of any of
  the persons described in clause (i); or
  
            (iii) any corporation, trust, partnership or other entity in which
  any of the persons described in clauses (i) and (ii) have a beneficial
  interest (other than a corporation whose shares are publicly traded and in
  which such persons own beneficially in the aggregate no more than 2% of the
  equity interests).
  
       (d)  Guaranties.  Except as set forth on Schedule 3.15(d) hereto the
  Company is not a guarantor or otherwise liable for any liability or obligation
  (including indebtedness) of any other person.
  
       Section 3.16  Prospective Changes.  Except as set forth on Schedule 3.16
  hereto, the Company currently has a good relationship with all of its
  suppliers and major customers (for purposes of this Section 3.16, a major
  customer shall have accounted in 1994 or 1995 for greater than 5% of the
  Company's 1994 net sales); to the knowledge of Moore and DuPuis, there are no
  impending changes in the Business or the Company's assets, liabilities,
  relations with employees, competitive situation, relations with suppliers or
  major customers, or in any governmental actions or regulations affecting the
  Business, which, if they occur, could have a material adverse effect on the
  Company, the Business or the Assets, other than economic or regulatory changes
  generally known throughout the Company's industry as a whole and not unique to
  the Company's business; neither the Company or any of the Shareholders has any
  arrangements to provide discounts, rebates or other payments or concessions to
  any of the Company's suppliers or customers; neither Moore nor DuPuis has any
  knowledge of any supplier or major customer's considering or having grounds to
  consider terminating its business with the Company; neither Moore nor DuPuis
  has received since September 30, 1995 any correspondence from any supplier or
  major customer regarding any material potential or actual claims or disputes;
  Moore and DuPuis have no knowledge that any major customer is intending to
  materially reduce its volume of purchases from the Company from the volume
  purchased by such customer from the Company in 1995, or that any supplier is
  intending to restrict the availability of any of its products from that
  available or supplied to the Company in 1995.
  
       Section 3.17  No Material Misstatements or Omissions.  The
  representations and warranties of the Shareholders in this Agreement and the
  written information provided by the Company and the Shareholders to Purchaser
  do not contain any untrue statement of a material fact or omit to state any
  material fact necessary to make the statements made therein not misleading
  other than economic or regulatory changes generally known throughout the
  Company's industry as a whole and not unique to the Company's business.
  
       Section 3.18  Insurance.  The Company has fire and casualty insurance
  
  <PAGE>
  
  
  policies with extended coverage (subject to deductibles) sufficient to allow
  it to replace any of its properties or assets that might be damaged or
  destroyed.  Schedule 3.18 identifies all policies of insurance now in effect
  covering the Business and the assets and properties of the Company and all
  life insurance policies maintained by them.  The Company has delivered an
  accurate and complete copy of each of the policies listed on Schedule 3.18 to
  Purchaser.  The Company has not done anything by way of action or inaction
  that invalidates any of such policies in whole or in part. 
  
       Section 3.19  S Corporation Election.  The Company duly and validly made
  an election pursuant to Section 1362(a) of the Code and such election has not
  been terminated or revoked.  At all times from the year such election was made
  up to and including the date hereof, the Company has met all of the require-
  ments to be treated as an S Corporation within the meaning of Sections 1361 et
  seq. of the Code and shall continue to meet such requirements up to and
  including the Closing Date.  
  
                                 ARTICLE IV
                                      
                 REPRESENTATIONS AND WARRANTIES OF PURCHASER
  
       To induce the Shareholders to enter into this Agreement and to sell the
  Shares hereunder, Purchaser hereby represents and warrants that:
  
       Section 4.1  Corporate Organization and Authority.  Purchaser is a
  corporation duly organized and validly existing in good standing under the
  laws of the State of Delaware, with full corporate power and authority to
  conduct its business as now conducted and enter into and perform its obliga-
  tions under this Agreement, the Consulting and the Noncompetition Agreement
  and the Note (collectively, the "Transaction Documents").  Purchaser's
  execution, delivery and performance of the Transaction Documents and its
  acquisition of and payment for the Shares hereunder have been duly authorized
  by all requisite corporate action on the part of Purchaser, and the
  Transaction Documents constitute, and all agreements and other instruments and
  documents to be executed and delivered by Purchaser hereunder will constitute,
  Purchaser's legal, valid and binding obligations, enforceable against Pur-
  chaser in accordance with their terms.
  
       Section 4.2  Absence of Conflicts and Consent Requirements.  Purchaser's
  execution and delivery of the Transaction Documents and the performance of its
  obligations thereunder do not and will not conflict with, violate or result in
  any default under Purchaser's Certificate of Incorporation or Bylaws or any
  mortgage, indenture, agreement, instrument or other contract to which
  Purchaser is a party or by which Purchaser or its property is bound, nor will
  they violate any judgment, order, decree, law, statute, regulation or other
  judicial or governmental restriction to which Purchaser is subject. 
  Purchaser's execution and delivery of the Transaction Documents and
  performance of its obligations thereunder, including the purchase of and
  payment for the Shares, do not and will not require the consent of, or any
  prior filing with or notice to, any governmental authority or other third
  party.
  
       Section 4.3  Capitalization.  The authorized capital stock of Purchaser
  
  <PAGE>
  
  
  consists of 7,500,000 shares of Common Stock, divided into 5,000,000 shares of
  Class "A" Common Stock and 2,500,000 shares of Class "B" Common Stock, of
  which as of the date hereof 1,780,187 shares of Class "A" Common Stock are
  issued and outstanding, and 951,213 shares of Class "B" Common Stock are
  issued and outstanding; an aggregate of 120,000 shares of Class "A" Common
  Stock and 120,000 shares of Class "B" Common Stock are reserved for issuance
  pursuant to Purchaser's Non-Qualified Stock Option Plan.  Except as set forth
  above there is no security, option, warrant, right, call, subscription,
  agreement, commitment or understanding of any nature whatsoever, fixed or
  contingent, that directly or indirectly (a) calls for the issuance, sale,
  pledge or other disposition of any shares of capital stock of Purchaser or any
  securities convertible into, or other rights to acquire, any shares of capital
  stock of Purchaser or (b) obligates Purchaser to grant, offer or enter into
  any of the foregoing.
  
       Section 4.4  Purchaser Shares.  The shares of Purchaser's Class A Common
  Stock to be issued to Moore at the Closing ("Purchaser Shares"), when so
  issued and delivered, will be duly and validly authorized and issued, fully
  paid and non-assessable.  The offer, issue, sale and delivery of the Purchaser
  Shares under the circumstances contemplated by this Agreement will constitute
  exempt transactions under the Securities Act, and under any applicable state
  securities laws, and the registration thereunder of the Purchaser Shares is
  not required under the circumstances contemplated by this Agreement.
  
       Section 4.5  SEC Reports.  Purchaser has previously delivered or is
  herewith delivering to Moore its (a) Annual Reports on Form 10-K for the
  fiscal years ended July 31, 1993, July 30, 1994, and July 29, 1995, as filed
  with the Securities and Exchange Commission ("SEC"), (b) proxy statements
  relating to Purchaser's meetings of Shareholders during 1994 and 1995, and (c)
  periodic report on Form 10-Q for the fiscal quarter ended January 27, 1996, as
  filed with the SEC.  As of their respective dates, such reports and statements
  did not contain any untrue statement of a material fact or omit to state a
  material fact required to be stated therein or necessary to make the
  statements therein, in light of the circumstances under which they were made,
  not misleading.
  
       Section 4.6  Absence of Material Adverse Change.  Since July 29, 1995,
  there  has been no material adverse change in the business, assets, financial
  or other condition of Purchaser and there is no condition, development or
  contingency of any kind existing which, individually or in the aggregate, has
  a material adverse effect on Purchaser or any significant subsidiary of
  Purchaser.
  
       Section 4.7  Pending or Threatened Litigation.  Except as set forth on
  Schedule 4.7, there are no material claims, actions, suits or other
  proceedings pending, or to the knowledge of Purchaser, threatened against
  Purchaser or any of its assets before any court, agency or other judicial,
  administrative or other governmental body or arbitrator.  
       
       Section 4.8  Investment.  Purchaser is acquiring the Shares pursuant to
  this Agreement for its own account for investment and not with a view to, or
  for resale in connection with, any "distribution" thereof within the meaning
  of the Securities Act of 1933, as amended.  
  
  <PAGE>
  
       Section 4.9  Securities Laws Requirements.  
  
       (a)  Purchaser understands (i) that the Shares have not been registered
  under the Securities Act of 1993, as amended, (the "1993 Act") in reliance
  upon an exemption from such registration because the sale to Purchaser is not
  in connection with a public offering, (ii) that Purchaser must continue to
  bear the economic risk of an investment in the Company for an indefinite time
  and (iii) that Purchaser is subject to substantial restrictions on the
  transfer of its Shares unless such transfer is registered under the 1933 Act
  or an exemption from such transfer is available;
  
       (b)  Purchaser understands (i) that the offer and sale of the Shares
  has not been registered under state Blue Sky laws in reliance on an exemption
  from such registration; (ii) that the Shares purchased by the Purchaser may
  not be resold unless such sale is registered under applicable Blue Sky laws in
  the state of sale or an exemption from such registration is available; and
  (iii) Purchaser further understands that the Company is not under any
  obligation to register any of the Shares under the Blue Sky laws in any state;
  and
  
       (c)  Purchaser is an "accredited investor," as such term is defined in
  Rule 501(a) of Regulation D under the 1993 Act.
    
                                        ARTICLE V
  
                             CERTAIN COVENANTS AND AGREEMENTS
  
       Section 5.1  Conduct Prior to Closing.  The Shareholders will exercise
  control over the Company to assure that the following covenants are met:
  
       (a)  Ordinary Course of Business.  Through the Closing Date, the
  Company will retain exclusive control of the Business and the employees of the
  Company; however, unless Purchaser consents otherwise, the Company (i) will
  conduct its business only in the ordinary course; (ii) will not make any
  expenditures or disbursements other than in the ordinary course or as
  permitted by clause (iii) or (iv) below; (iii) will not make any payments to
  the Shareholders or their affiliates, except for the payment of salary to
  Moore in the usual amount and normal rent to Moore and DuPuis under the Lease;
  and (iv) will not make any payments to attorneys, accountants, investment
  bankers or consultants or any payment with respect to fees or expenses
  incurred in connection with this transaction; (v) will dispose of any of its
  Inventory only in the ordinary course; (vi) will not dispose of any Assets
  (other than Inventory) or Real Property; and (vii) will not knowingly take any
  other action which would cause any representation or warranty made in Article
  II or III hereof to be incorrect in any material respect if such repre-
  sentation or warranty were made on any date from the date hereof through the
  Closing Date.
  
       (b)  Notice of Material Developments.  From the date hereof until the
  Closing, the Company and the Shareholders will give prompt written notice to
  Purchaser of any material development affecting the Assets, Liabilities,
  Business, Real Property or the Company's results of operations.  Each party
  hereto will give prompt written notice to the other parties of any material
  
  <PAGE>
  
  
  development affecting the ability of such party to consummate the transactions
  contemplated by this Agreement.  No disclosure by any party pursuant to this
  Section 5.1(b), however, shall be deemed to amend or supplement any schedule
  hereto or to prevent or cure any misrepresentation, breach of warranty or
  breach of covenant.
  
       (c)  Capital Stock.  Through the Closing Date, the Company shall not
  issue any capital stock, declare or pay any stock dividends, make any other
  distributions with respect to its capital stock or grant any options or rights
  to acquire any of its capital stock.
  
       (d)  Salary; Bonus; Directors' Fees.  Through the Closing Date, the
  Company shall not increase the salary or increase the bonus compensation pay-
  able to any employee of the Company (except wage increases in the normal
  course of business) and shall not increase the compensation or fees payable to
  any director of the Company. 
  
       (e)  Access.  Through the Closing Date, the Company shall, at
  reasonable times during normal business hours, give Purchaser and its agents,
  attorneys and representatives full access to such of its properties, books,
  records and documents as Purchaser may reasonably request; provided, however,
  that until the Closing, Purchaser shall not disclose and shall cause its
  agents, attorneys and representatives not to disclose to any other party any
  confidential data or information secured from the Company. 
  
       (f)  Insurance.  The risk of loss or damage to each Asset shall be that
  of the Company until the Closing Date.  Through the Closing Date, the Company
  shall, unless Purchaser otherwise consents, maintain in effect all of its
  current insurance policies.  In the event of any loss or damage to the Assets
  covered by such insurance policies, the Company, as the case may be, shall use
  the proceeds therefrom to repair or restore the damaged or lost Asset or pay
  such proceeds to Purchaser at Closing, as Purchaser may elect.
  
       (g)  Press Releases and Announcements.  Prior to and after the Closing
  Date, neither Purchaser, the Company nor the Shareholders shall disclose the
  Purchase Price or any other terms of this transaction without the prior
  written consent of the other parties hereto, except as such disclosure may be
  required by applicable law or is otherwise contemplated herein.
  
       (h)  Preservation of Business.  Through the Closing Date, the Company
  and the Shareholders will use their best efforts to (i) preserve the Company's
  present business organization intact, (ii) retain the services of the
  Company's present officers and employees, (iii) preserve the present rela-
  tionships of the Company with its customers, suppliers and other persons with
  whom it has business dealings, and (iv) preserve the good will of the
  Business.
  
       (i)  Necessary Consents and Other Actions.  The Company, the
  Shareholders and Purchaser shall use their best efforts to obtain such written
  consents, approvals, waivers and clearances as are necessary to consummate the
  transactions contemplated by this Agreement.  The Company, the Shareholders
  and Purchaser shall cooperate and use their respective best efforts to prepare
  all documentation, to effect all filings, to obtain all permits, consents,
  
  <PAGE>
  
  
  approvals and authorizations of all third parties and governmental authorities
  necessary to consummate the transactions contemplated by this Agreement, and
  to take all such other actions necessary to cause the transactions
  contemplated by this Agreement to be consummated as expeditiously as is
  reasonably practicable.  Without limiting the foregoing, the Shareholders
  agree that they will take all action necessary to ensure that all corporate
  approvals on behalf of the Company are obtained.
  
       (j)  Exclusivity.  The Company and the Shareholders shall refrain from,
  and shall cause the officers, employees and agents of the Shareholders and the
  Company to refrain from, directly or indirectly, soliciting, encouraging,
  initiating or engaging in any discussions with, providing any information to,
  or considering any proposal from any corporation, partnership or other entity
  or group (including without limitation parties who have previously expressed
  an interest in the Company), other than Purchaser, concerning any merger, sale
  of assets, sale of shares of capital stock, share exchange or similar
  transaction involving the Company (all such transactions are hereinafter
  referred to as "Acquisition Proposals").  The Shareholders will inform
  Purchaser promptly of any inquiry that they may receive regarding an Acquisi-
  tion Proposal.
  
       Section 5.2  Further Assurances.  The Shareholders and Purchaser each
  hereby covenants and agrees with the other that at any time and from time to
  time it or he will promptly execute and deliver to the other such further
  assurances, instruments and documents (including on the part of the
  Shareholders any and all assignments, certificates of title, powers of
  attorney and other documents or instruments of conveyance and transfer, as
  Purchaser may reasonably request, in order to vest in Purchaser title to the
  Shares, free and clear of all liens, charges, encumbrances and security
  interests whatsoever and take such further action as the other may reasonably
  request in order to carry out the full intent and purpose of this Agreement.  
  
       Section 5.3  Access to Records.  From and after the Closing Date, the
  Shareholders and Purchaser shall provide to one another, upon reasonable prior
  notice and during normal business hours, access to such respective books and
  records of the Company and Purchaser as may reasonably be required by the
  other such party for (a) the purpose of making any necessary tax filings
  and/or investigating and defending audit claims by any taxing authority and
  (b) such other proper purpose stated in such notice.
  
       Section 5.4  Fees and Expenses.  Purchaser shall bear its own expenses
  in connection with the negotiation and preparation of this Agreement and the
  consummation of the transactions contemplated hereby, including without
  limitation the fees and expenses of its counsel, accountants and consultants. 
  The Shareholders and the Company each shall bear their respective expenses in
  connection with the negotiation and preparation of this Agreement and the
  consummation of the transactions contemplated hereby, including without
  limitation the fees and expenses of their respective counsel, accountants,
  consultants and brokers to the Shareholders or the Company; provided, however,
  the separate fees and expenses to be paid by the Company, except any broker's
  fee claimed to be owing to BKD Financial L.L.C., shall be paid prior to the
  Closing Date.  The costs associated with the 1995 audit will be the
  responsibility of the Company and not of the Shareholders.
  
  
  <PAGE>
  
  
       Section 5.5  Brokers.  The Shareholders, on the one hand, and Purchaser,
  on the other hand, each represents and warrants to the other that no broker or
  finder has been involved or engaged by it in connection with the transactions
  contemplated hereby, other than the claim of BKD Financial L.L.C., which shall
  be the sole and exclusive responsibility of the Shareholders, and each hereby
  agrees to indemnify and save harmless the other from and against any and all
  broker's or finder's fees, commissions or similar charges incurred or alleged
  to have been incurred by the indemnifying party in connection with the trans-
  actions contemplated hereby and any and all loss, liability, cost or expense
  (including reasonable attorneys' fees) arising out of any claim that the
  indemnifying party or the Company incurred any such fees. 
  
       Section 5.6  Certain Tax Matters.  The parties acknowledge and agree
  that the status of the Company as an S corporation under Section 1361 of the
  Code will terminate as of the Closing Date due to the Company's ceasing to
  meet the eligibility requirements for continuing such status due to the
  acquisition of the Shares by Purchaser.  A notification of that termination
  shall be attached to the tax returns of the Company for the taxable year of
  the Company with respect to which the termination occurs.  The parties agree
  that the portion of the taxable year of the Company ending at the close of the
  day prior to the termination of the Company's S election shall be treated as a
  short taxable year for which the Company is an S corporation (the "S short
  year") and that the portion of the Company's taxable year beginning on the day
  the termination is effective shall be treated as a short taxable year for
  which the Company is a C corporation (the "C short year").  The parties
  further agree that all items of income, gain, loss, deduction and credit of
  the Company shall be assigned to the S short year and the C short year,
  respectively, based on a closing of the books of the Company as of the end of
  the S short year rather than based on a pro rata allocation of those items for
  the entire taxable year of the Company.  Such assignment shall be made on the
  basis of the Company's normal method of accounting as determined under Section
  446 of the Code and as otherwise shall be in accordance with the provisions of
  Section 1362 of the Code and the Regulations thereunder.  The parties agree
  that they shall cooperate with each other in preparing and filing any
  elections or other documentation necessary to effect a closing of the books of
   .the Company for these purposes in accordance herewith.  The parties agree
  that Moore shall prepare and file any and all tax returns required of the
  Company for the taxable year of the Company of which the S short year is a
  part and the Purchaser shall prepare and file any and all tax returns required
  of the Company for the taxable year of the Company of which C short year is a
  part, and all parties agree to include in taxable income each party's share of
  items of income, gain, loss, deduction and credit assigned to them, as
  applicable, under the above terms and provisions, with such filings being
  subject to the review by each party of the other's tax return for the
  respective portions of the tax year and each party's good faith consideration
  of the other party's reasonable requests and comments.  The parties agree to
  cooperate with one another and provide such information as any shall deem
  necessary or advisable in order to properly account for, and report for
  taxation, the operations of the Company during the taxable year of the Company
  of which the S short year and C short year are a part.  Further, the parties
  agree to cooperate with one another and their respective agents, including
  accounting firms and legal counsel, in connection with the preparation of tax
  returns and reports of the Company for the S short year and C short year,
  
  <PAGE>
  
  
  including, without limitation, making available all information, records and
  documents in their respective possession as applicable thereto.  The parties
  agree to make available, as reasonably requested, personnel responsible for
  preparing, maintaining and interpreting such information, records and
  documents.  The parties agree to keep confidential such information, records
  and documents, except as otherwise may be necessary in connection with the
  filing of tax returns and reports and dealing with refund claims, audits, tax
  claims and litigation related thereto.  
                                      
                                 ARTICLE VI
                                      
                                  CLOSING
  
       Section 6.1  Time and Place of Closing.  The consummation of the
  purchase and sale transaction contemplated hereby (the "Closing") shall be
  held at the offices of Kennedy Covington Lobdell & Hickman, L.L.P.,
  NationsBank Corporate Center, Suite 4200, 100 North Tryon Street, Charlotte,
  North Carolina, commencing at 9:00 A.M. eastern daylight saving time on or
  before April 30, 1996.  The date on which the Closing occurs is referred to
  herein as the "Closing Date."  At the Closing, subject to the fulfillment or
  waiver of the conditions set forth in this Article VI, the Shareholders shall
  transfer the Shares to Purchaser by appropriate instruments of transfer, and
  Purchaser shall pay to the Shareholders the Purchase Price in the manner
  provided in Section 1.2. 
  
       Section 6.2  Conditions to Purchaser's Obligations.  The obligations of
  Purchaser to complete the Closing are contingent upon the fulfillment of each
  of the following conditions on or before the Closing Date, except to the
  extent that Purchaser may, in its absolute discretion, waive any one or more
  thereof in whole or in part:
  
       (a)  Bringdown.  The representations and warranties of the Shareholders
  set forth in this Agreement shall be true and correct in all material respects
  on the Closing Date with the same force and effect as though made on the
  Closing Date; all terms, covenants and conditions to be complied with and
  performed by the Shareholders under the Agreement on or before the Closing
  Date shall have been duly complied with and duly performed in all material
  respects; and the Shareholders shall have delivered to Purchaser at Closing a
  certificate, dated the Closing Date, to such effect;
  
       (b)  Share Certificates.  Certificates for all of the Shares, together
  with all appropriate endorsements, stock powers and assurances, shall have
  been delivered to Purchaser in accordance with Section 1.3.
  
       (c)  No Material Adverse Change.  There shall not have been any
  material adverse change in the business, assets, financial or other condition
  of the Company; 
  
       (d)  No Adverse Proceedings.  No action, suit or proceeding before any
  court or any governmental or regulatory authority shall have been commenced,
  no investigation by any governmental or regulatory authority shall have been
  commenced, and no action, suit or proceeding by any governmental or regulatory
  authority shall have been threatened, against any of the parties to this
  
  
  <PAGE>
  
  
  Agreement, or any of the principals, officers or directors or any of them, or
  any of the Assets seeking to restrain, prevent or change the transactions
  contemplated hereby or questioning the validity or legality of any of such
  transactions or seeking damages in connection with any of such transactions;
  
       (e)  Legal Opinion.  There shall have been delivered to Purchaser the
  written legal opinion of Rodger N. Bowman, Esq., counsel to the Shareholders,
  dated the Closing Date, in substantially the form and to substantially the
  effect set forth as Exhibit A hereto;
  
       (f)  Other Assurances.  The Shareholders shall have delivered to
  Purchaser such other and further certificates, assurances and documents as
  Purchaser may reasonably request in order to evidence the accuracy of the
  Shareholders' representations and warranties, the performance of their cove-
  nants and agreements to be performed at or prior to the Closing, and the
  fulfillment of the conditions to Purchaser's obligations;
  
       (g)  Good Standing Certificates.  Purchaser shall have received a
  certificate of good standing of the Company from the State of Tennessee; 
  
       (h)  Certified Resolutions.  Purchaser shall have received certified
  resolutions of the Board of Directors of the Company, in form and substance
  reasonably satisfactory to Purchaser, authorizing the transactions contem-
  plated hereby, and all actions to be taken by the Company hereunder;
  
       (i)  Certified Charter Documents and Bylaws.  Purchaser shall have
  received certified copies of the Company's Articles of Incorporation and
  Bylaws.
  
       (j)  Consulting and Noncompetition Agreement.  Purchaser and DuPuis
  shall have entered into the Consulting and Noncompetition Agreement
  substantially in the Form of Exhibit B hereto (the "Noncompetition
  Agreement").
  
       (k)  Employment Agreements.  Each of the key employees of the Company
  listed on Schedule 6.2(k) shall have entered into employment agreements with
  the Company substantially in the form of Exhibit C hereto.
  
       (l)  Resignation of Directors and Officers; Release of Claims.  Each
  director and officer of the Company shall have resigned as such effective as
  of the Closing Date.  The Shareholders shall have each executed a release in a
  form reasonably satisfactory to Purchaser pursuant to which such Shareholder
  releases any and all claims it may have against the Company and its assets,
  including without limitation any claims for compensation, expense reimburse-
  ment, benefits or rent.  
  
       (m)  Releases.  The TransFinancial Pledge and the Capital Stock Plan
  Claim shall have been released to the Purchaser's full satisfaction.
  
       (n)  Consents and Terminations.  All consents identified in Items 1
  through 4 of Schedule 2.2 shall have been obtained and the agreements
  identified in Items 6 and 7 of Schedule 2.2 shall have been terminated, all to
  Purchaser's satisfaction.
  
  
  <PAGE>
  
  
       (o)  Due Diligence Review.  Purchaser shall have completed to its full
  satisfaction a review of the Company's business, operations, accounting,
  corporate proceedings, tax status and any matters raised in the Schedules to
  this Agreement and the results of such review shall be satisfactory to
  Purchaser in its sole discretion.
  
       Section 6.3  Conditions to the Shareholders' Obligations.  The obli-
  
  gations of the Shareholders to complete the Closing are contingent upon the
  fulfillment of each of the following conditions on or before the Closing Date,
  except to the extent that the Shareholders may, in their absolute discretion,
  waive any one or more thereof in whole or in part:
  
       (a)  Bringdown.  The representations and warranties of Purchaser set
  forth in this Agreement shall be true and correct in all material respects on
  the Closing Date with the same force and effect as though made on the Closing
  Date; all terms, covenants and conditions to be complied with and performed by
  Purchaser under this Agreement on or before the Closing Date shall have been
  duly complied with and duly performed in all material respects; and Purchaser
  shall have delivered to the Shareholders at Closing a certificate signed by an
  executive officer, dated the Closing Date, to such effect;
  
       (b)  Payment of Purchase Price.  Purchaser shall have paid to the
  Shareholders the Purchase Price; 
  
       (c)  No Adverse Proceedings.  No action, suit or proceeding before any
  court or any governmental or regulatory authority shall have been commenced,
  no investigation by any governmental or regulatory authority shall have been
  commenced, and no action, suit or proceeding by any governmental or regulatory
  authority shall have been threatened, against any of the parties to this
  Agreement, or any of the principals, officers or directors or any of them, or
  any of the Assets, seeking to restrain, prevent or change the transactions
  contemplated hereunder or questioning the validity or legality of any of such
  transactions or seeking damages in connection with any of such transactions;
  
       (d)  Other Assurances.  Purchaser shall have delivered to the
  Shareholders such other and further certificates, assurances and documents as
  the Shareholders may reasonably request in order to evidence the accuracy of
  Purchaser's representations and warranties, the performance of its covenants
  and agreements to be performed at or prior to the Closing, and the fulfillment
  of the conditions to the Shareholders' obligations;
  
       (e)  Good Standing Certificates.  The Shareholders shall have received
  a good standing certificate from the State of Delaware and a certificate from
  the Secretary of State of North Carolina that Purchaser is qualified to do
  business in North Carolina; 
  
       (f)  Certified Resolutions.  The Shareholders shall have received
  certified resolutions of the Board of Directors of Purchaser, in form and
  substance reasonably satisfactory to the Shareholders, authorizing Purchaser's
  execution, delivery and performance of this Agreement, the transactions
  contemplated hereby and thereby, and all actions to be taken by Purchaser
  hereunder and thereunder; 
  
  
  <PAGE>
  
  
       (g)  Consulting and Noncompetition Agreement.  Purchaser and DuPuis
  shall have entered into the Consulting and Noncompetition Agreement.  
  
                                   ARTICLE VII
  
                                  INDEMNIFICATION
  
       Section 7.1  Indemnification by Shareholders.  
       
       (a)  Indemnification.  Moore and DuPuis shall, jointly and severally,
  indemnify and hold harmless Purchaser, its successors and assigns, from and
  against any and all liabilities, losses, damages, actions, suits, proceedings,
  claims, demands, assessments, fines, penalties, judgments, fees, costs and
  expenses (including reasonable accountants' and attorneys' fees), of every
  nature and character, to the extent not covered by insurance, (hereinafter
  referred to as a "Loss" or "Losses"), which Purchaser, its successors and
  assigns, or any one or more of them, may sustain or incur, directly or
  indirectly, arising out of or incident to or by reason of any of the follow-
  ing:
  
           (i)   The falsity or incorrectness of any representation or
           warranty made by Moore and DuPuis in this Agreement or any breach
           of any representation or warranty or of any covenant to be per-
           formed by or on the part of any of the Shareholders under this
           Agreement or any document, certificate, or other agreement or
           instrument entered into, furnished or to be furnished by the
           Company or any of the Shareholders pursuant to this Agreement;
           provided, that neither Moore nor DuPuis shall be liable for the
           falsity or incorrectness of any representation or warranty
           identified in Schedule 7(1)(a) hereto unless he knew of such
           falsity or incorrectness at the Closing Date.
  
           (ii)       Any levy or other claim by any third party against or with
           respect to the Shares or any other claim by any third party against
           Purchaser or the Company, including any claim by BKD Financial
           L.L.C., arising out of any act or omission or alleged act or
           omission of the Company or any of the Shareholders prior to the
           Closing; provided, that neither Moore nor DuPuis shall be liable
           for the falsity or incorrectness of any representation or warranty
           identified in Schedule 7(1)(a) hereto unless he knew of such
           falsity or incorrectness at the Closing Date.
       
       (b)  Indemnification by Glover.  Glover shall indemnify and hold harm-
  less Purchaser, its successors and assigns, from and against any and all
  liabilities, losses, damages, actions, suits, proceedings, claims, demands,
  assessments, fines, penalties, judgments, fees, costs and expenses (including
  reasonable accountants' and attorneys' fees), of every nature and character
  (hereinafter referred to as a "Loss" or "Losses"), which Purchaser, its
  successors and assigns, or any one or more of them, may sustain or incur,
  directly or indirectly, arising out of or incident to or by reason of the
  
  <PAGE>
  
  
  falsity or incorrectness of any representation or warranty made by Glover with
  respect to himself or his Shares in Sections 2.1, 2.2 and 2.3 above or any
  breach of any such representation or warranty, or his breach of any covenant
  to be performed by him under this Agreement or any document, certificate, or
  other agreement or instrument entered into, furnished or to be furnished by
  him.
  
       (c)  Notice.  If any matter shall arise which may involve or give rise
  to a claim by Purchaser against the Shareholders, or any one or more of them,
  under the provisions of this Section 7.1 (an "Indemnity Claim"), Purchaser
  shall give prompt notice thereof to such Shareholder at the address provided
  in Section 8.8 stating the general nature of the Indemnity Claim and shall
  thereafter give prompt notice of any change therein.
  
       (d)  Third Party Claim.  If the Indemnity Claim involves any claim made
  by any third party against Purchaser, the Company or the Shares (a "Third
  Party Claim"), then within 60 days of such original notice of such Indemnity
  Claim, the Shareholders, may elect (by written notice to Purchaser) to assume
  the defense of such Third Party Claim.  If a Shareholder so elects to assume
  such defense, then (i) Purchaser shall not enter into any settlement of such
  Third Party Claim without the consent of such Shareholder, which consent shall
  not be unreasonably withheld, and (ii) such Shareholder agrees to cooperate
  with Purchaser in connection with such defense and to permit Purchaser to
  participate therein; provided, however, that Shareholder shall not be liable
  to Purchaser under the provisions hereof for any legal or other expenses
  incurred by Purchaser in connection with Purchaser's participation in the
  defense of such Third Party Claim after a shareholder has elected to assume
  the defense thereof.  In the event that such Shareholder shall assume the
  defense of a Third Party Claim and so long as such Third Party Claim is being
  contested in good faith, then such Shareholder shall not be required to pay or
  discharge such Third Party Claim except to the extent that the failure to so
  pay or discharge such Third Party Claim during the period of such contest may
  result in (i) a forfeiture of, or the imposition of any lien or charge upon,
  any of the assets of Purchaser or the Shares or (ii) an interruption in, or
  material adverse effect upon, the operation of Purchaser's business, in either
  of which cases such Shareholder, shall either (A) pay or discharge the Third
  Party Claim to such extent or (B) provide the Purchaser with a bond with sure-
  ty(ies) reasonably acceptable to Purchaser which will adequately compensate
  the Purchaser for any loss resulting from the failure to so pay or discharge
  such Third Party Claim.
  
       Any notice or consent to be given by Moore or Glover under this subpara-
  graph (c) shall be deemed to have been duly authorized if given by Moore.
  
       (e)  Continued Liability for Indemnity Claims.  The liability of the
  Shareholders hereunder with respect to each Indemnity Claim shall continue, if
  presented within the applicable time period provided in Section 8.5, for so
  long as such Indemnity Claim may be made under and, with respect to any such
  Indemnity Claim made, thereafter until such Shareholders' liability therefor
  is finally determined and satisfied, whether by payment in full or otherwise. 
  
       (f)  Deductible Losses.  The Shareholder shall not have any liability
  for any Loss otherwise indemnifiable under this Article VII to the extent of
  
  <PAGE>
  
  
  the first $25,000, on a cumulative aggregate basis, of Losses otherwise
  indemnifiable hereunder.  
  
       Section 7.2 Set Off.  
  
       (a)  Right to Set Off. In addition to Purchaser's right of
  indemnification hereunder, it is understood and agreed by the Shareholders
  that at any time after the Closing Date, Purchaser may set-off any unpaid
  amounts owed it by any of them pursuant to this Agreement (whether under
  Section 7.1 or another provision hereof, including without limitation Sections
  1.8 and 3.7(d)) against amounts due and payable to any such Shareholder
  pursuant to the Note or the Consulting and Noncompetition Agreement (the
  "Instruments") or pursuant to Section 1.5 of this Agreement.  In addition, in
  the event the amounts to be set-off by Purchaser exceed the amount then
  payable under the Instruments, the Shareholders shall,  jointly and severally,
  be obligated to pay Purchaser the amount of such excess (with interest thereon
  as provided in this Agreement) within five (5) business days after demand for
  payment by Purchaser. 
  
       (b)  Set Off Procedure.  With respect to Purchaser's right to set off
  amounts due under Section 1.10 of this Agreement and under the Instruments, in
  the event Purchaser asserts an Indemnity Claim in writing under this Section
  7.1, the Purchaser shall notify Moore, or, as appropriate, DuPuis, setting
  forth its then good faith estimate of the reasonably foreseeable maximum
  amount of its claim for indemnification (the "Indemnity Notice").  If either
  Moore or DuPuis objects to an Indemnity Claim, he shall provide Purchaser a
  notice in writing setting forth in reasonable detail the basis for such
  dispute within five (5) business days of his receipt of the Indemnity Notice. 
  In the event Moore or DuPuis disputes part of, but not all of, an Indemnity
  Claim, then, to the extent applicable, he shall so indicate in his notice.  To
  the extent that Moore or DuPuis does not dispute all or any part of any
  Indemnity Claim, Purchaser may set off the undisputed amount against the next
  regularly scheduled payment to Moore or DuPuis under the Noncompetition
  Agreement or, to the extent not already set off, any payment due under Section
  1.5 hereof.  In the event Moore or DuPuis disputes all or any part of an
  Indemnity Claim, Purchaser shall not set off any such disputed amount until
  (i) all differences shall have been resolved by agreement or (ii) ten business
  days after the entry of an order, judgment or decree of a court of competent
  jurisdiction, or final arbitration award, adjudicating and declaring the
  respective rights of the adverse claimants.  
  
       Section 7.3  Indemnification by Purchaser.  The Purchaser shall
  indemnify and hold harmless the Shareholders, their successors and assigns,
  from and against any and all liabilities, losses, damages, actions, suits,
  proceedings, claims, demands, assessments, fines, penalties, judgments, fees,
  costs and expenses (including reasonable accountants' and attorneys' fees) of
  every nature and character which the Shareholders, their successors and
  assigns, or any one or more of them, may sustain or incur, directly or
  indirectly, arising out of or incident to or by reason of the falsity or
  incorrectness of any representation or warranty made by Purchaser in this
  Agreement or any breach of any representation, warranty or covenant to be
  performed by or on the part of Purchaser under this Agreement or any document,
  certificate, or other agreement or instrument entered into, furnished or to be
  
  <PAGE>
  
  
  furnished by Purchaser pursuant to this Agreement and any payment required to
  be made by Purchaser hereunder shall be made within five (5) business days
  after demand for payment by the Shareholders.  
  
                                ARTICLE VIII
                                      
                                MISCELLANEOUS
  
       Section 8.1  Merger Clause.  This Agreement contains the final, complete
  and exclusive statement of the agreement between the parties with respect to
  the transactions contemplated herein and all prior or contemporaneous written
  or oral agreements with respect to the subject matter hereof are merged
  herein.
  
       Section 8.2  Termination.
  
       (a)       Purchaser may terminate this Agreement without liability and
  without waiving any of its rights at law or in equity by giving written notice
  to the Shareholders at any time prior to the Closing (i) in the event any of
  the Shareholders or any of them is in material breach of any representation,
  warranty or covenant contained in this Agreement or (ii) if the Closing shall
  not have occurred on or before April 30, 1996 by reason of the failure of any
  of the Shareholders to satisfy any condition under Section 6.2 hereof (unless
  the failure results primarily from Purchaser's breaching any representation,
  warranty or covenant contained in this Agreement).
  
       (b)       The Shareholders may terminate this Agreement without liability
  and without waiving any of their rights at law or in equity under this
  Agreement by giving written notice to Purchaser at any time prior to Closing
  (i) in the event Purchaser is in material breach of any representation,
  warranty or covenant contained in this Agreement or (ii) if the Closing shall
  not have occurred on or before April 30, by reason of the failure of Purchaser
  to satisfy any condition under Section 6.3 hereof (unless the failure results
  primarily from any of the Shareholders' breaching any representation, warranty
  or covenant contained in this Agreement).
  
       (c)  If this Agreement is terminated prior to the Closing pursuant to
  subsection (a) or (b) above, Purchaser, on the one hand, and the Shareholders,
  on the other, shall promptly deliver to the other party any and all documents
  and other materials obtained from such other party or produced by Purchaser or
  the Company and the Shareholders, as the case may be, and containing any
  confidential information of such other party, together with any and all copies
  thereof.
  
       Section 8.3  Certain Definitions.  For purposes of this Agreement:
  
       (a) "Assets" shall mean all of the assets of the Company,  including
  without limitation all of the following items listed in subparagraphs (i) -
  (xi) of this Section 8.3(a): 
  
            (i)  all of the Company's inventory, raw materials, work in
  process and finished goods (collectively, the "Inventory"), including the
  proceeds therefrom;
  
  
  <PAGE>
  
  
            (ii)  all rights, title and interest of the Company under all
  contracts, agreements, understandings and commitments whatsoever relating to
  the Business, including all rights of refund and offset, all privileges,
  deposits, claims, causes of action and options relating or pertaining thereto
  ("Contracts");
  
            (iii)  all customer deposits on current contracts; 
  
            (iv)  all prepaid expenses, unearned insurance premiums, rental
  credits, deferred costs and expenses, and all other items of the type
  classified as "current assets" in accordance with GAAP; 
  
            (v)  all fixtures, machinery and equipment, computers, pollution
  abatement equipment, office equipment and supplies, other supplies, furniture,
  parts and other tangible personal property owned or used (whether or not cur-
  rently used) by the Company in the conduct of the Business, whether located at
  the Company's premises elsewhere, and any additions or accessions thereto or
  substitutions therefor or proceeds thereof (the "Equipment"); 
       
            (vi)  all real property and interests in real property and build-
  ings, structures and improvements thereon (including all easements, rights-of-
  way, water rights, tenements, hereditaments, appurtenances, fixtures and other
  real property rights appertaining thereto) owned by the Company and more
  particularly described in Exhibit D attached hereto (the "Real Property").
                 
            (vii)  (A) all rights of the Company in the names and any
  trademarks or service marks in connection therewith and the goodwill of the
  business in connection therewith (the "Names"), (B) all other trade names,
  trademarks, service marks, copyrights, patents, and registrations thereof or
  applications therefor, and trade secrets, secret processes, customer lists,
  inventions, formulae, computer programs and software (along with license
  rights pertaining thereto), and other intellectual property belonging to, used
  in or appertaining to Seller's business, and the goodwill of the business in
  connection therewith (together with the Names, the "Intangible Property"), and
  (C) all other goodwill and going concern value of the Business;
  
            (viii)  all of the Company's books, records, papers and instru-
  ments of whatever nature and wherever located, whether stored in or readable
  or accessible by computer or otherwise, that relate to the Business or Assets
  or that are required or necessary in order for Purchaser to conduct the
  Business from and after the Closing Date in the manner in which it is
  presently being conducted, corporate minute books, stock records, income tax
  records and all other records of the Company;
  
            (ix)  all accounts receivable, proceeds related to Assets other
  than Inventory or rebates due from any supplier, distributor or other entity,
  but exclusive of the Inter-Company Receivables (the "Receivables");
       
            (x)  all of the Company's federal, state and local permits,
  authorizations, certificates, approvals, registrations, variances, exceptions,
  franchises, grants and licenses of every kind and character required for the
  
  
  <PAGE>
  conduct of its business; and 
  
            (xi) all cash on deposit and all cash on hand and in petty cash
  funds. 
  
       (b)  "Fair Market Value" of Purchaser's Class A Common Stock shall mean
  the average of the daily closing prices reported by the American Stock
  Exchange during the prior 30 trading days, with trading days in which no
  trades of Purchaser's Class A Common stock were reported being excluded from
  the calculation.
  
       (c) "Interest Rate" shall mean a rate of six percent (6%) per annum.
  
       (d)  "Lease" shall mean that certain lease agreement between the
  Company and Moore and DuPuis dated March  __, 1996, covering the Clarksville
  office building occupied by the Company.
  
       (e)  "Liability" shall mean any liability or obligation of any kind or
  nature of the Company, whether known or unknown, whether absolute or
  contingent, whether liquidated  or unliquidated, whether due or to become due;
  provided, however, "Liability" shall not include any cost or expense to be
  borne by the Shareholders under this Agreement, including without limitation
  those specified in Sections 5.4 and 5.5.
  
       (f)  "Taxes" means any federal, state, local or foreign income, gross
  receipt, license, payroll (including without limitation FICA and FUTA),
  employment, excise, severance, stamp, occupation, premium, windfall profits,
  environmental (including taxes under Sec. 59A of the Internal Revenue Code of
  1986, as amended), customs duties, capital stock, franchise, profits,
  withholding, social security (or similar), unemployment, disability, workers'
  compensation (including any assessments or reassessments of workers'
  compensation arrangements), real property, personal property, sales, use,
  transfer, registration, value added, alternative or add-on minimum, estimated,
  stamp or other tax of any kind whatsoever, including any interest, penalty, or
  addition thereto, whether disputed or not.
  
       Section 8.4  Parties in Interest.  Nothing in this Agreement, whether
  expressed or implied, is intended to confer any rights or remedies under or by
  reason of this Agreement on any persons other than the parties hereto and
  their respective successors and permitted assigns, nor is anything in this
  Agreement intended to relieve or discharge the obligations or liability of any
  third persons to any party to this Agreement, nor shall any provisions give
  any third persons any right of subrogation of action over or against any party
  to this Agreement. 
  
       Section 8.5  Survival of Representations and Covenants.  All of the
  representations, warranties, covenants and agreements of the Shareholders con-
  tained in this Agreement and given pursuant hereto shall survive the Closing
  and survive for a period of three years from the Closing Date except (a) those
  in Sections 2.1 and 2.2, to the extent they relate to title to Shares, which
  shall survive in perpetuity, (b) those with respect to environmental matters,
  which shall survive for a period of five years from the Closing Date, and (c)
  those with respect to tax matters, which shall survive until the expiration of
  
  <PAGE>
  
  
  the applicable statutes of limitation subject to any extensions thereof.  All
  of the representations, warranties, covenants, and agreements of Purchaser
  contained in this Agreement and given pursuant hereto shall survive the
  Closing for a period of five (5) years from the Closing Date.    
  
       Section 8.6  Amendments; Waivers.  No change, amendment, qualification
  cancellation or waivers hereof shall be effective unless in writing and
  executed by Purchaser and by or on behalf of the Shareholders. 
  
       Section 8.7  Benefits and Binding Effect.  This Agreement shall be
  binding upon and shall inure to the benefit of the parties hereto and their
  respective successors and assigns.
  
       Section 8.8  Notices.  All notices, requests, consents, approvals,
  demands, waivers or other communications hereunder shall be in writing and
  sent by (a) personal delivery, (b) certified or registered mail, postage
  prepaid or (c) overnight courier, to the parties at the following addresses or
  such other addresses as may be designated in writing by the respective
  parties:
  
                 (i)  as to Moore or Glover:
                      Kenneth O. Moore
                      412 Savannah Trace Drive
                      Clarksville, Tennessee  37040
                      
                      copy to:
                      Rodger N. Bowman, Esq.
                      P. O. Box 1404
                      Clarksville, Tennessee  37041-1404
  
                 (ii) as to DuPuis:
                      Walter A. DuPuis
                      200 Ussery Road
                      Clarksville, Tennessee  37043
                      
                 (iii)as to the Company: 
                      American West Trading Company
                      1751 Jardco Drive
                      Clarksville, Tennessee 37040
                      
                      copy to:
                      Rodger N. Bowman, Esq.
                      P. O. Box 1404
                      Clarksville, Tennessee 37041-1404
            
                 (iv) as to Purchaser:
                      McRae Industries, Inc. 
                      402 North Main Street 
                      Mount Gilead, North Carolina  27306
                      Attention:  President
  
  
  <PAGE>
  
  
  
                      copy to:
                      Clarence W. Walker, Esq.
                      Kennedy Covington Lobdell & Hickman, L.L.P.
                      NationsBank Corporate Center
                      100 North Tryon Street, Suite 4200
                      Charlotte, North Carolina  28202-4006
  
       Notices shall be deemed effective upon receipt in the case of personal
  delivery or via overnight courier or three business days after the date of
  mailing.
                                      
       Section 8.9  Captions.  The captions herein are for convenience of
   reference only and shall not be construed as a part of this Agreement.
                                      
       Section 8.10 Calendar versus Business Days.  References in this Agreement
   to time periods in terms of a certain number of days shall mean calendar days
             unless expressly stated herein to be business days.
                                      
       Section 8.11 Governing Law.  This Agreement shall be construed, 
  interpreted, enforced and governed by and under the laws of the State of
  North Carolina.
                                      
       Section 8.12  Schedules and Exhibits.  All of the Schedules and Exhibits
   hereto referred to in this Agreement are hereby incorporated herein by
  reference and shall be deemed and construed to be a part of this Agreement for
                                all purposes.
                                      
       Section 8.13  Shareholders Guarantees.  DuPuis and Moore, individually,
     jointly, and with their spouses, have been required to guaranty the
  performance of the company on certain Notes, (see Schedule 8.13).  Purchaser
  shall give its best effort to have Moore, DuPuis, and their spouses released
          from the personal guaranties as set out in Schedule 8.13.
                                      
       Section 8.14  Severability.  The invalidity or unenforceability of any one
   or more phrases, sentences, clauses or provisions of this Agreement shall not
   affect the validity or enforceability of the remaining portions of this
                       Agreement or any part thereof.
                                      
       Section 8.15  Counterparts.  This Agreement may be executed in any number
   of counterparts, all of which shall constitute one and the same instrument.
                                      
                 *              *               *
  <PAGE>
        
                  
                  
                  
                  
                  
                  
                  
                       IN WITNESS WHEREOF, this Agreement has been duly executed
   by the Shareholders and Purchaser, as of the day and year first above written.
                                      
                                      
                                      
                                      
                           /s/ Kenneth O. Moore              
                           Kenneth O. Moore
  
                                      
                           /s/ Walter A. Dupuis              
                           Walter A. DuPuis 
  
                                      
                           /s/ William L. Glover             
                           William L. Glover 
  
                                                     
  
                               MCRAE INDUSTRIES, INC. 
  
                                      
                                      
                               By:/s/ Branson J. McRae            
                               Branson J. McRae, President             
  
  <PAGE>
   
                     INDEX OF EXHIBITS AND SCHEDULES
                                      
            Exhibit             Description
  
               A           Opinion of Rodger N. Bowman, Esq. 
               B           Consulting and Non-Competition Agreement
               C           Employment Agreement
               D           Real Property Description
  
            Schedule       Description
            
            2.2            Conflicts; Required Consents
            3.2            Subsidiaries
            3.3            Consent Requirements 
            3.5            Additional Disclosed Liabilities
            3.6            Certain Changes
            3.7(a)              Real Estate Encumbrances
            3.7(b)              Equipment Encumbrances
            3.7(c)              Inventory Encumbrances
            3.7(e)              Intangible Property
            3.7(f)              Consents
            3.8(b)              Environmental
            3.9            Leased Property
            3.10           Capital Expenditures 
            3.11(a)        Litigation
            3.11(b)        Loss Contingencies
            3.12(b)        Investigations
            3.12(e)        Licenses
            3.13(d)        Tax Audits
            3.14(a)        Employment and Service-Related Agreements
            3.14(b)        Employees Over $25,000
            3.14(c)        Pension Plans
            3.14(g)        Restrictions on Employees
            3.15(a)        Executory Contracts
            3.15(b)        Company Contracts Not in the Ordinary 
                               Course of Business
            3.15(c)        Interested Transactions
            3.15(d)        Company Guaranties
            3.16           Prospective Changes
            3.18           Insurance
            4.7            Purchaser - Litigation
            6.2(k)              Key Employees
            7.1(a)              Limitations on Indemnification
            8.13           Shareholders' Guarantees
  
  
  <PAGE>
  
  
                                                                      EXHIBIT A
  
  
                                March 28, 1996
  
  
  McRae Industries, Inc.
  402 North Main Street
  Mount Gilead, NC 27306
  
  
  Dear Gentleman:
  
  I have served as counsel for Walter A. DuPuis, Kenneth O. Moore, and William
  Glover (collectively, the "Shareholders"), in connection with the purchase by
  McRae Industries, Inc., a Delaware corporation ("Purchaser"), of all
  outstanding shares (the "Shares") of the Common Stock of American West Trading
  Company, a Tennessee corporation (the "Company"), pursuant to the Stock
  Purchase Agreement dated as of March ___, 1996, (the "Agreement"), by and
  between the Shareholders and Purchaser and with respect to all documents in
  connection therewith, including the Consulting and Non-Competition Agreement,
  and all stock powers, assignments, agreements and other instruments and
  documents delivered in connection therewith (the foregoing documents, together
  with the Agreement, being referred to herein as "Transaction Documents"). 
  Unless otherwise defined herein, capitalized terms used herein shall have the
  meanings ascribed to them in the Agreement,
  
  In connection with the opinions expressed herein, I have examined originals,
  or copies certified to my satisfaction, of the Transaction Documents, the
  Articles of Incorporation and By-Laws, including all amendments thereto, and
  corporate records of the Company, the instruments of assignment, transfer and
  conveyance referred to in paragraphs numbered 10 and 11 below, and such other
  documents and consents, instruments, opinions and certifications of persons as
  I have deemed necessary for the purpose of rendering the opinions hereinafter
  set forth.
  
  In such examinations, I have assumed the genuineness of all signatures of
  individuals, the personal legal capacity of all individual signatures, the
  authenticity of all documents submitted to us as originals, the conformity to
  original documents of all documents submitted to me as certified, conformed or
  photostatic copies and the authenticity of the originals of such copies.  As
  to various questions of fact material to the opinions expressed herein, I have
  relied upon certificates provided and statements made to me by the
  Shareholders and the company, and the representations and warranties of the
  Shareholders and the Company set forth in the Agreement.  Nothing has come to
  my attention in the course of my representation of the company and the
  Shareholders that would cause me to believe that such assumptions are
  unwarranted.
  
  In rendering the opinions expressed herein, I have further assumed that (i)
  the Purchaser has all requisite power and authority to enter into and perform
  its obligations under the Transaction Documents, (ii) the Transaction
  Documents have been duly authorized, executed and delivered by the Purchaser,
  and (iii) the Transaction Documents constitute the Purchaser's legal, valid,
  binding and enforceable obligation.
  
  <PAGE>
                                      
  Based upon my examination of the aforementioned documents and subject to the
  assumptions, limitations, qualifications and exceptions set forth herein, I am
  of the opinion that:
  
  1 . The Company is a corporation duly organized, validly existing and in good
  standing under the laws of the State of Tennessee.  Insofar as known to me,
  the Company and the Shareholders have complied with all federal, state and
  local laws, rules and regulations applicable to the operations and conduct of
  the Business which might affect adversely any of the Assets or Purchaser's
  ability to operate the Business after the Closing Date.
  
  2.   The Company is duly qualified to do business and is in good standing as
  a foreign corporation in                     , which to my knowledge are the
  only jurisdictions where qualification as a foreign corporation is required,
  except where the failure to be qualified and in good standing would not have a
  material adverse effect on the Business or the Assets, or the operations or
  financial condition of the Company.
  
  3.   The authorized capital stock of the Company consists of 775,000 shares
  of Common Stock without par value (the "Common Stock").  The Shares,
  consisting of 400,000 shares of Common Stock, constitute all of the issued and
  outstanding shares of capital stock of the Company.  All of the Shares have
  been validly authorized and issued, are held of record as described in Section
  3.4 of the Agreement, are fully paid and nonassessable, and were issued free
  of any preemptive or similar contractual rights.
  
  4.   To my knowledge, there are no outstanding securities, options, warrants,
  rights, calls, subscriptions, agreements, conversions, exchange rights,
  commitments or understandings of any nature whatsoever, fixed or contingent,
  that directly or indirectly (a) call for the issuance, sale, pledge or other
  disposition of any shares of capital stock of the Company or any securities
  convertible into, or other rights to acquire, any such shares of capital
  stock, (b) obligate the Company to grant, offer or enter into any of the
  foregoing, (c) obligate the Company to repurchase, redeem or otherwise acquire
  any such capital stock, securities or rights, or (d) relate to the voting or
  control of such capital stock, securities or rights.
  
  5.   The Company has the corporate power and authority to own its assets and
  properties and to carry on the Business as now conducted and to make, execute,
  deliver and perform the Transaction Documents in accordance with their terms,
  and the Transaction Documents and all transactions contemplated thereunder
  have been duly authorized and approved by all necessary corporate actions of
  the Company.  The Shareholders have the power and authority to make, execute,
  deliver and perform the Transaction Documents in accordance with their terms.
  
  6.   The Transaction Documents have been duly and validly executed and
  
  <PAGE>
  
  delivered by the Shareholders, and on behalf of the Company by its authorized
  corporate officers, and constitute the valid and legally binding obligations
  of the Shareholders and the Company enforceable against them, subject to
  following qualifications and limitations:
  
       (a)  the enforceability of the Transaction Documents may be restricted,
            limited or delayed by bankruptcy, reorganization, insolvency,
            moratorium or similar laws affecting or relating to enforcement of
            creditors rights in general as from time to time in effect;
  
       (b)  the enforceability of the Transaction Documents is subject to
            general principles of equity and general standards of commercial
            reasonableness regardless of whether enforceability is considered
            in the preceding at law or in equity;
  
       (c)  I express no opinion as to any equitable remedy that a court may
            grant, impose or render; and
  
       (d)  I express no opinion as to the enforceability of any provision in
            the Agreement and the Consulting and Non-Competition Agreement
            that a course of dealing with a party, or the failure on the part
            of any party to exercise in whole or in part, a right or remedy
            provided to such party shall not constitute a waiver of such
            party's rights or remedies, nor a waiver of any event of default
            under such documents.
  
  7.   Neither the execution and delivery of the Transaction Documents by the
  Company or the Shareholders nor performance by them in compliance with its
  terms will result in a breach or violation of, or constitute a default under,
  the Company's Articles of Incorporation or By-Laws, or to my knowledge, any
  agreement, instrument, undertaking, governmental law, rule, order or
  regulation, or any other restriction or obligation, known to me which the
  Company or the Shareholders is a party or by which either of them or any of
  the Shares or the Assets are bound.
  
  8.   Except as disclosed in the Agreement (including the Schedules thereto),
  no consent, approval order or authorization of, or registration, declaration
  or filing with, any Tennessee or United States governmental authority or, to
  my knowledge, other person on the part of any of the Shareholders-or the
  Company is required in connection with the execution and delivery by each of
  them of the Transaction Documents, consummation by each of them of the
  transactions contemplated thereby, including without limitation the transfer
  of the Shares, or other compliance by each of them with, or performance under,
  the Transaction Documents.
  
  9.   Except as set forth in Schedule 3.11(a) to the Agreement, to my
  
  <PAGE>
  
  
  knowledge, (a) there is no claim, action, suit, litigation, investigation,
  inquiry, review or proceeding pending or threatened against or affecting the
  Company or any of its rights or properties, before or by any court,
  arbitrator, panel, agency or other governmental, administrative or judicial
  entity or which questions the validity of the Agreement or any action taken or
  to be taken by the Company or any Shareholder pursuant to the Agreement or in
  connection with the transactions contemplated thereby and (b) neither the
  Company nor any of the Shareholders is subject to any judgment, decree, writ,
  injunction or order of any governmental, administrative or judicial authority
  which (i) is binding upon or specifically affects the Company or the Business
  or its properties, (ii) is not of general application and (iii) individually
  or in the aggregate has a material adverse effect on the Business or the
  Assets, or the operations or condition (financial or otherwise) of the
  Company, taken as a whole.
  
  10.  Each Shareholder has full Power and authority to assign, transfer and
  deliver the Shares to Purchaser as provided for in the Agreement.  The
  instruments of assignment, transfer and conveyance from the Shareholders to
  Purchaser are their Valid acts and deeds, effectively vesting in Purchaser all
  of each Shareholder's interest in the Shares, and all other rights and
  Shareholders to be transferred, assigned and conveyed to Purchaser with
  respect to the shares thereunder.
  
  11.  The Shareholders, by reason of their delivery at the Closing of
  certificates representing the Shares, in the forms required to be delivered by
  Section 1.3 of the Agreement, will transfer to the Purchaser valid and
  marketable title to the Shares, which will be free and clear of any liens,
  encumbrances, security interests or claims, other than liens, encumbrances,
  security interests or claims known to the Purchaser.
  
  The opinions expressed above are subject to the following assumptions,
  limitations, qualifications
  and exceptions:
  
  1 .     My opinions are limited to matters expressly stated herein and no
  opinion is inferred or may be implied beyond the matters expressly stated.
  
  2.   The opinions expressed herein are as of the date hereof and I undertake
  no obligation to advise you of any changes in applicable law or any other
  matters that may come to our attention after the date hereof that may affect
  our opinions expressed herein.
  
  3.   1 express no opinion herein concerning any laws other than the laws of
  the State of Tennessee and the federal laws of the United States.  I note that
  the Agreement provides that it is to be governed by North Carolina law, and I
  have assumed that there is no difference in such laws that would affect the
  
  
  <PAGE>
  
  
  opinions set forth in this letter.
  
  4.   Opinions or statements herein given "to my knowledge" and the factual
  matters on which I have relied in giving my opinions herein (except for my
  opinions as to corporate matters that I have given in reliance upon my
  investigation of the minute books of the Company) are based upon (a)
  information coming to my attention with no duty of further investigation or
  inquiry, and (b)  the representations and warranties of the Shareholders
  contained in the Agreement.
  
  This opinion is rendered pursuant to your request, is intended solely for your
  use in connection with the transactions under the Agreement, and can be relied
  upon solely by you.  The opinion is not to be furnished or referred to any
  other party or to any governmental agency without my prior written consent.
  
                                          Yours very truly,
  
  
                                                                   
                                          Rodger N. Bowman
  
  
  
  PC:  File
       Ken Moore 
       Gus DuPuis 
       Bill Glover
  
  <PAGE>
                                                                    EXHIBIT B
  
  
                  CONSULTING AND NON-COMPETITION AGREEMENT
  
  
       THIS CONSULTING AND NONCOMPETITION AGREEMENT, made as of the ____ day of
  April, 1996, between WALTER A. DUPUIS, residing at 200 Ussery Road, Clarksville,
  Tennessee ("Dupuis"), AMERICAN WEST TRADING COMPANY, a Tennessee corporation
   (the"Company"), and MCRAE INDUSTRIES, INC., a Delaware corporation
   (the "Purchaser"),
  
                                 WITNESSETH:
  
       WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of
  March __, 1996, between all of the shareholders of the Company (the
  "Shareholders"), the Company and the Purchaser (the "Stock Purchase Agreement"),
  concurrently with the execution and delivery hereof the Shareholders will
  transfer to the Purchaser and Purchaser will buy from the Shareholders, all of
  the outstanding Common Stock (the "Shares"), of the Company; and
  
       WHEREAS, DuPuis is the holder of record and beneficial owner of 47.5 % of
  the Shares and is a director and former officer of the Company; and
  
       WHEREAS, under the Stock Purchase Agreement it is a condition precedent to
  the obligation of Purchaser to consummate the transactions contemplated thereby
  that DuPuis shall have executed and delivered to Purchaser a consulting and non-
  competition agreement substantially in the form of this Agreement; and
   
       WHEREAS, Purchaser has informed the Company and the Shareholders that it
  will not consummate the transactions contemplated by the Stock Purchase
  Agreement unless the aforesaid condition precedent has been fulfilled; and
  
       WHEREAS, it is a benefit to, and in the best interests of, DuPuis that the
  transactions contemplated by the Stock Purchase Agreement be consummated, and in
  order to induce Purchaser to proceed with the sale, DuPuis is willing to make
  the covenants and agreements herein set forth;
  
       NOW, THEREFORE, in consideration of the premises and other good and
  valuable consideration, the receipt and sufficiency of which are hereby
  acknowledged, DuPuis hereby covenants and agrees with the Company and Purchaser
  as follows:
  
       1.        Consulting Services.  DuPuis agrees to perform consulting
            services for the Company as an independent contractor and not as the
            Company's agent, and nothing herein shall restrict DuPuis in
            exercising complete and independent control over the performance of
            such consulting services.  DuPuis is not authorized by the Company,
            and DuPuis agrees not to hold himself out as authorized by the
            Company, to enter into any agreement in the Company's name or on
            behalf of the Company, or otherwise to bind the Company in any way
            except in each instance upon the Company's prior specific
            authorization.
  
  <PAGE>
  
                                                                                
       DuPuis' obligations hereunder (i) shall commence on the date hereof, and 
  shall continue until April 30, 1998 (the "Consulting Period").  DuPuis shall
  hold himself available to perform, and upon the Company's instructions shall
  perform, such consulting services relating to the business of the Company as the
  Company shall request, and DuPuis further agrees to perform such services at the
  time and place specified by the Company.  Such requests for DuPuis' time will be
  made by the Company in advance so as not to unreasonably interfere with DuPuis's
  business or leisure pursuits, and such consulting time shall not exceed an
  aggregate of_____ business days annually during the Consulting Period.
  
       DuPuis shall be reimbursed by the Company for all reasonable out-of-pocket
  expenses and other disbursements incurred by him in the performance of his
  duties hereunder which have been approved in advance by the Company, including
  but not limited to travel, lodging and meals.
  
       2.   Compensation.  In consideration of DuPuis' covenants and undertakings
  as set forth in this Agreement, Purchaser agrees to pay to DuPuis the sum of
  $5,000 per month, beginning on May 1, 1996, and continuing to the end of the
  Consulting Period.  The parties agree to treat said payments for all purposes
  (including for all tax and financial accounting purposes) as payments for a
  covenant-not-to-compete and consulting services unless required by a 
  governmental authority to do otherwise.
  
       3.   Confidentiality.  DuPuis acknowledges that, as a result of his
  investment in and his positions with the Company, he has had access to
  proprietary confidential information that directly and indirectly relates to the
  business of the Company (the "Business").  DuPuis agrees that, for a period from
  the date hereof through and including April 20, 2002 (the "Confidentiality
  Period"), he will not, without the prior written consent of Purchaser, (i)
  disclose to any person any confidential information obtained by DuPuis with
  respect to the Business, except for information which at the time is known to
  the public other than as a result of a disclosure by DuPuis not permitted
  hereunder, or lawfully acquired from a third party who is not obligated to the
  Company or to the Purchaser to maintain such information in confidence, or (ii)
  following the Closing under the Stock Purchase Agreement, retain any documents
  or papers relating to any such confidential information.
  
       4.    Competition. During the Consulting Period, DuPuis will refrain from:
       
                      (a)       entering, directly or indirectly, into the
                           employment of or rendering, directly or
                           indirectly, any services to any person, firm or
                           corporation engaged in any business competitive
                           with any business presently being conducted by
                           the Company in any geographical market area
                           within or outside the United States in which the
                           Company conducts business on the date hereof;
  
  
                      (b)       engaging, directly, or indirectly, in any
                           such business for his own account; or
  
  <PAGE>
  
  
                      (c)       becoming interested, directly or indi-
                           rectly, in any such business as an individual,
                           partner, shareholder, creditor, director,
                           officer, principal, agent, employee, trustee,
                           consultant, advisor or any in any other
                           relationship or capacity; provided, however, that
                           the provisions of this paragraph 4(c) shall not
                           be deemed to prohibit DuPuis from acquiring or
                           holding, solely as an investment, publicly traded
                           securities of any such corporation so long as
                           such securities do not, in the aggregate,
                           constitute more than 5% of any class or series of
                           outstanding securities of such corporation;
  
  
                      (d)       directly or indirectly employing,
                           soliciting for employment, or advising or
                           recommending to any other person that they employ
                           or solicit for employment, any employee of the
                           Company or the Purchaser engaged in the Business;
                           and
  
  
                      (e)       Discussing with any employee of Company or
                           Purchaser engaged in the Business, or any former
                           employee of the Company, the formation or
                           operations of any business intended to compete
                           with the Business or the possible future
                           employment of such employee by any business, if
                           DuPuis has or expects to acquire a proprietary
                           interest in such business or is or expects to be
                           made a director or executive officer thereof.
  
  
       DuPuis agrees and acknowledges that the limitations set forth herein are
  reasonable and properly required for adequate protection of the Business.  For
  purposes of this Section 4, (i) a "proprietary interest" in a business shall
  mean ownership, through direct or indirect stockholdings or otherwise, of more
  than 5 % of such business, and DuPuis shall be deemed to expect to acquire a
  proprietary interest in a business or to be made a director or executive officer
  of such business if such possibility has been discussed by any officer,
  director, employee, agent or promotor of such business, and (ii) the words
  "compete," "competitor," "competition, "competitive" and words of like
  derivation, when used in relation to the Business, shall encompass businesses
  that compete with the Business as of the date hereof.
  
        5.  Entire Agreement, Modifications.  This Agreement among the Company,
  McRae and DuPuis contains the entire agreement with respect to the matters set
  forth herein and may not be modified, amended or otherwise changed orally but
  only by agreement in writing signed by the party against whom enforcement of any
  waiver, change, modification or amendment or discharge is sought.
  
       6.   Remedies. The parties agree and acknowledge that the rights and
  obligations set forth in this Agreement are of a unique and special nature and
  that Purchaser is, therefore, without an adequate legal remedy in the event of
  
  
  <PAGE>
  
  
  DuPuis's violation of the covenants set forth herein.  The parties, therefore,
  agree that the covenants made by DuPuis under this Agreement shall be
  specifically enforceable in equity, in addition to all other rights and
  remedies, at law or in equity, that may be available to the Company and the
  Purchaser.
  
       7.   Notices.  All notices and other communications provided for by this
  Agreement shall be in writing and shall be deemed to have been given at the time
  when delivered personally or mailed by registered or certified mail, return
  receipt requested, postage prepaid, or sent by national overnight courier
  service addressed to the parties as set forth below or to such changed
  address as a party may have fixed by notice:
  
       If to Purchaser, to:   McRae Industries, Inc.
                          402 North Main Street
                          Mt. Gilead, NC 27306
                          Attention:   Branson J. McRae, President
  
  
       with copy to:      Clarence W. Walker, Esq.
                          Kennedy Covington Lobdell & Hickman, L.L.P.            
                          NationsBank Corporate Center
                          Suite 4200
                          100 North Tryon Street
                          Charlotte, NC 28202-4006
  
       If to DuPuis, to:  Walter A. DuPuis
                          200 Ussery Road
                          Clarksville, TN 37043
  
       with copy to:      Rodger N. Bowman, Esq.
                          P. 0. Box 1404
                          Clarksville, TN 37041-1404
  
        8.  Governing Law.  This Agreement shall be governed in all respects by
  the laws of the State of North Carolina, without giving effect to the principles
  of conflicts of law.
  
       9.   Severability. If any provision or part of this Agreement shall be
  determined to be invalid, illegal or unenforceable in whole or in part, neither
  the validity of the remaining part of such provision nor the validity of any
  other provision of this Agreement shall in any way be affected thereby.
  
       10.  Waiver.  Failure to insist upon strict compliance with any of the
  terms, covenants or conditions hereof shall not be deemed a waiver of such term,
  covenant or condition, nor shall any waiver or relinquishment of any right or
  power hereunder at any one or more times be deemed a waiver or relinquishment of
  such right or power at any other time or times.  
  
        11. Counterparts.  This Agreement may be executed in several counterparts
  with the same effect as if the parties executing the several counterparts had
  all executed one counterpart.
  
  
  
  <PAGE>
  
  
       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
  the day and year first above written.
  
  
  
                                                                             
                                Walter A. DuPuis
  
  
                                AMERICAN WEST TRADING COMPANY
  
  
                                By:                          
  
  
                                MCRAE INDUSTRIES, INC.
  
  
                                By:                          
  <PAGE>
  
                                                                    EXHIBIT C
  
  
                             EMPLOYMENT AGREEMENT
  
  
       AGREEMENT dated as of April ____, 1996, between AMERICAN WEST TRADING
  COMPANY, a Tennessee corporation (the "Company"), and (the "Employee").
  
       The Employee is now an employee of the Company.  McRae Industries, Inc.,
  ("McRae") has entered into an agreement to buy all of the outstanding capital
  stock of the Company (the "Stock Purchase Agreement"), and it is a condition to
  the obligations of McRae to complete the purchase of such stock that the Company
  and the Employee shall have entered into this Agreement at or prior to the
  Closing under the Stock Purchase Agreement so that the Company (and, indirectly,
  McRae) shall (i) have the benefit of the Employee's covenant not to compete with
  the Company for a period (determined as hereinafter provided) following the
  Employee's term of employment, and (ii) be assured of the continuing services of
  the Employee on a full-time basis.  Accordingly, the Board of Directors of the
  Company (the "Board") has requested that the Employee enter into this
  Agreement. In consideration of the covenants and agreements herein contained,
  the parties agree as follows:
  
       1.   Employment and Acceptance; Term.
       
            1.1  The Company hereby employs the Employee, and the Employee
  hereby accepts employment from the Company, for a term of full-time employment
  determined in accordance with this Agreement.
  
            1.2  The Employee's term of full-time employment pursuant to this
  Agreement shall commence on the date of this Agreement and shall continue the
  thirtieth (30th) day following receipt of a notice of termination of employment,
  given either by the Company to the Employee or by the Employee to the Company,
  which notice shall state that it is being given pursuant to Section 1.2 of this
  Agreement.
  
       2.   Duties and Authority.
  
            2.1  Duties During Term of Employment.  During the Employee's term
  of employment the Employee shall devote his full working time and energies to
  the business and affairs of the Company.  The Employee agrees during such term
  to use his best efforts, skill and abilities to promote the Company's interests;
  to serve as a director and officer of the Company if elected by the stockholders
  or Board; and to perform such duties as may be assigned to him by the Board and
  by such executives of McRae as McRae's Chief Executive Officer shall designate.
  During his term of full-time employment, the Employee shall not, directly or
  indirectly, without the prior consent of the Board or render any services to any
  other person, or acquire any interests of any type in any other person, in
  conflict with his full-time, exclusive position as an employee of the Company;
  provided, however, that, subject to Section 6 of this Agreement, the foregoing
  shall not be deemed to prohibit the Employee from acquiring, solely as an
  investment, any securities of, or interests in, any entity so long as he remains
  a passive investor in such entity and does not become part of any control group
  
  
  <PAGE>
  
                                           
  thereof and so long as such entity does not compete or have any material 
  business connection with the Company or any of its subsidiaries; or
  participating in civic, charitable, educational or religious activities and
  affairs so long as such activities and affairs do not involve business
  connections or competition with the Company or (alone or together with all other
  outside activities of the Employee) require a significant commitment of time by
  the Employee or otherwise interfere with the performance by the Employee of his
  duties and obligations to the Company. 2.2 Authority, Duties, Power and
  Responsibilities.  Subject to the direction and control of the Board, during the
  Employee's term of full-time employment the Employee shall from time to time
  have such title and shall have such authority, duties, power and
  responsibilities as from time to time shall be delegated to him by the Company's
  Chief Executive Officer or the Board.  The Employee will perform his services
  subject to the direction and control of the Board and will report to the Chief
  Executive Officer of the Company and, assuming that the Company shall be a
  subsidiary of McRae, to such executives of McRae as McRae's Chief Executive 
  Officer shall designate.
  
       3.   Compensation.
  
       The Company shall pay or cause to be paid to the Employee during the term
  of full-time employment a salary of not less than _________________ ($________)
  per annum, payable in monthly or more frequent installments in accordance with
  the company's regular payroll practices for employees of similar rank.
  
       4.   Expenses.
  
            Upon submission of proper vouchers, the Company will pay or reimburse
  the Employee for all business expenses reasonably incurred by him in connection
  with the business of the Company during the term of his employment hereunder.
  
       5.   Protection of Confidential Information.
  
            5.1  Covenant.  The Employee acknowledges that his employment by the
  Company will, throughout the term of this Agreement, bring him into close
  contact with many confidential affairs of the Company, including information
  about costs, profits, markets, sales, products, key personnel, pricing policies,
  operational methods, technical processes and other business affairs and methods,
  plans for future development and other information not readily available to the
  public.The Employee further acknowledges that the services to be performed under
  this Agreement are of a special, unique, unusual, extraordinary and intellectual
  character.  In recognition of the foregoing, the Employee covenants and agrees
  that he will keep secret all material confidential matters of the Company which
  are not otherwise in the public domain and will not (otherwise than in the
  ordinary course of the Company's business) intentionally disclose them to any
  Competitive Business (as defined in Section 6.3) either during or after the term
  of this Agreement, except with the Company's written consent.
  
            5.2  Specific Remedy.  If the Employee commits a material breach of
  any of the provisions of Section 5.1, the Company shall have, in addition to the
  other remedies provided by law, the right and remedy to have such provisions
  specifically enforced by any court having equity jurisdiction, it being
  acknowledged and agreed that any such breach or threatened breach will cause
  
  
  
  <PAGE>
  
  irreparable injury to the Company and that money damages will not provide an
  adequate remedy to the Company.
  
            5.3  The provisions of this Section 5 shall survive any termination
  of this Agreement.
  
       6.   Non-competition.
  
            6.1  Covenant.  (a)  In recognition of the considerations described
  in Section 3 and in the preamble to this Agreement and in consideration of the
  benefits to the Employee that will result from the Stock Purchase Agreement, the
  Employee agrees that he will not, without the written permission of the Company,
  (i) enter into the employ of or render any services to any person, firm,
  corporation or other entity engaged in any "Competitive Business" (as defined in
  Section 6.3), (ii) engage in any Competitive Business for his own account or
  (iii) become interested in any Competitive Business as an individual, partner,
  shareholder, creditor, director, officer, principal, agent, employee, trustee,
  consultant, advisor or any other relationship or capacity; provided, however,
  that nothing contained in this Section 6.1 shall be deemed to prohibit the
  Employee from acquiring, solely as an investment through market purchases, up to
  one percentum (5%) of the securities of any corporation so long as he is not
  part of any control group of such corporation.
  
       (b)  The provisions of paragraph (a) of this Section 6.1 shall apply for
  and during the period of the Employee's employment hereunder and the three-year
  period following termination of his employment.
  
            6.2  Specific Remedy.  In the event of a breach or threatened breach
  by the Employee of Section 6.1, the Company shall, in addition to the other
  remedies provided by law, have the right and remedy to have such provisions
  specifically enforced by any court having equity jurisdiction, it being
  acknowledged and agreed that any breach or threatened breach of Section 6.1 will
  cause irreparable injury to the Company and that money damages will not provide
  an adequate remedy to the Company. 
  
            6.3  "Competitive Business".  The phrase "Competitive Business" as
  used in this Agreement shall mean any line of business that is substantially the
  same as any line of any operating business engaged in or conducted by the
  Company and which, during, or at the expiration of, the term of the Employee's
  employment, the Company was engaged in or conducting, or had, to the knowledge
  of the Employee, definitively planned to engage in or conduct.
  
       7.   Notices.  All notices, requests, consents and other communications
  required or permitted to be given hereunder shall be in writing and shall be
  deemed to have been duly given if delivered personally or sent by prepaid
  telegram or by facsimile transmission, or mailed first-class, postage prepaid,
  by registered or certified mail, as follows (or to such other or additional
  address as either party shall designate by notice in writing to the other in
  accordance herewith):
  
            7.1  If to the Company:
                 American West Trading Company
                 1751 Jardco Drive
                 Clarksville, TN 37040
  
  <PAGE>
  
                 with a copy to:
  
                 McRae Industries, Inc.
                 402 N. Main Street
                 Mount Gilead, NC 27306
                 Attention: President
  
            7.2  If to the Employee, to him at his address on the personnel
  records of the Company.
  
       8.   General.
  
            8.1  Governing Law.  This Agreement shall be governed by and
  construed and enforced in accordance with the laws of the State of Tennessee
  applicable to agreements made and to be performed entirely in Tennessee.
  
            8.2  Captions.  The Section headings contained herein are for
  reference purposes only and shall not in any way affect the meaning or
  interpretation of this Agreement.
  
            8.3  Entire Agreement.  This Agreement sets forth the entire
  agreement and understanding of the parties relating to the subject matter hereof
  and supersedes all prior agreements, arrangements and understandings, written or
  oral, between the parties.
  
            8.4  No other Representations.  No representation, promise or
  inducement has been made by either party that is not embodied in this Agreement,
  and neither party shall be bound by or liable for any alleged representation,
  promise or inducement not so set forth.
  
            8.5  Assignability.  This Agreement, and the Employee's rights and
  obligations hereunder, may not be assigned by the Employee.  The Company may
  assign its rights, together with its obligations, hereunder in connection with
  any sale, transfer or other disposition of all or substantially all of its
  business and assets; and such rights and obligations shall inure to, and be
  binding upon, any successor to the business or substantially all of the assets
  of the Company (whether by merger, purchase of stock or assets or otherwise)
  which shall expressly assume such obligations.
  
            8.6  Amendments; Waivers.  This Agreement may be amended, modified,
  superseded, canceled, renewed or extended, and the terms or covenants hereof may
  be waived, only by a written instrument executed by both of the parties hereto,
  or in the case of a waiver, by the party waiving compliance.  The failure of
  either party at any time or times to require performance of any provisions
  hereof shall in no manner affect the right at a later time to enforce the same. 
  No waiver by either party of the breach of any term or covenant contained in
  this Agreement, whether by conduct or otherwise, in any one or ignore instances,
  shall be deemed to be, or construed as, a further or continuing waiver of any
  such breach, or a waiver of the breach of any other term or covenant contained
  
  
  <PAGE>
  
  
  in this Agreement.
  
       IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
  date first above written.
  
                                     AMERICAN WEST TRADING COMPANY
  
  
  
                                     By:                                     
  
                                                                             
                                               Employee
  
  
  <PAGE>
  
                                                                    EXHIBIT D
  
                         Description of Real Property
  
  
  Survey No. 1.  This survey depicts and describes a single parcel of real
  property of 10.62 acres.  The survey refers to the parcel as the "Stetson Boot
  & Shoe Company, Inc. Property," located in the 2nd civil district, Humphreys
  County, Tennessee.  The survey was prepared on March 30, 1993 by Thomas C.
  White and Associates (Drawing No. 865-2293).  The deed references for the
  subject property are deed book 160, page 440 and deed book 160, page 440.  
  
  The survey provides the following legal description of the property:
  
  BEGINNING at a point in the North right-of-way of North Railroad Street, at
  the Southeast corner to the Katie Catherine Durham property, said point also
  being located 80.00 feet North of, and perpendicular to the center-line, of
  the C.S.X. Railroad track, and also being on the West side as what is known as
  Pine Hill Drive, said Pine Hill Drive being the access to the Jones Cemetery
  and other properties; thence runs with the West side Pine Hill Drive and the
  East boundary to the Katie Catherine Durham property, North 06 degrees, 09
  minutes, 30 seconds East and along an old fence line, passing a concrete
  monument, reference point with cap (RLS #69), set at 20.00 feet continuing on
  in all 322.13 feet to a concrete monument found at Southwest corner to the
  Jones Cemetery; thence runs with the South boundary to the Cemetery, South 87
  degrees, 00 minutes, 00 seconds East, crossing Pine Hill Drive, in all 146.50
  feet to an iron pipe found at the base of a large Pine tree, said iron pipe
  being the Southeast corner to the Jones Cemetery; thence runs with the East
  boundary to the Jones Cemetery, North 11 degrees, 00 minutes, 00 seconds East
  180.00 feet to a concrete monument found in the South boundary of the Waverly
  Recreation Corporation property, said point also being the Northeast corner to
  the Jones Cemetery; thence runs with the South boundary to the Waverly
  Recreational Corporation property; South 82 degrees, 22 minutes, 28 seconds
  East passing the Southeast corner to the Waverly Recreational Corporation
  property and a corner to property owned by the City of Waverly at 446.00 feet,
  thence continuing with the City of Waverly boundary, South 82 degrees, 22
  minutes, 28 seconds East passing a concrete monument reference point found at
  780.00 feet, in all 840.00 feet to a point in the pavement of Golf Course
  Road, the Northeast corner to the herein described property; thence runs with
  the West right-of-way of Golf Course Road and the City of Waverly property
  boundary, South 00 degrees, 00 minutes, 32 seconds East, passing a concrete
  monument reference point found at 60.00 feet; in all 415.00 feet to a concrete
  monument found in the North right-of-way of North Railroad Street, along a
  line 80.00 feet North of, and perpendicular to the center-line of the C.S.X.
  Railroad track, chord bearings and distances as follows; South 87 degrees, 25
  minutes, 05 seconds West 183.58 feet; North 89 degrees, 53 minutes, 17 seconds
  West 296.52 feet; North 87 degrees, 33 minutes, 55 seconds West 166.20 feet;
  North 85 degrees, 10 minutes, 39 seconds West 295.00 feet; North 83 degrees,
  07 minutes, 44 seconds West 108.69 feet to the point of beginning, containing
  an area by computation of 10.62 acres.  
  
  
  Survey No. 2:  The survey depicts and describes two parcels of real property
  
  
  <PAGE>
  
                                      
   of 5.49 acres and 0.89 acre.  The survey refers to the parcels as the
  "Stetson Boot & Shoe Company, Inc. Property" located in the 7th civil
  district, Weakley County, Tennessee.  The survey was prepared on March 30,
  1993 by Thomas C. White & Associates (Drawing No. 832-2393).  The deed
  references for the subject property are deed book 296, Page 555 and deed book
  299, page 100. 
  
  Parcel Number 1:  The survey provides the following legal description of the
  first parcel of 5.49 acres: 
  
  BEGINNING at a point at the intersection of the center-line of Jones Street
  with the center-line of Hillcrest Street, said point of beginning being
  located South 61 degrees, 66 minutes, 35 seconds East 34.60 feet from the
  corner of the curb and [retaining] wall at the Southwest intersection of Jones
  Street and Hillcrest Street and runs thence with the center-line of Hillcrest
  Street, North 89 degrees, 03 minutes, 11 seconds West 514.21 feet to a point
  at the Southeast corner to the Leonard West property; thence runs with the
  East boundary to the West property, North 02 degrees, 16 minutes, 05 seconds
  West, passing a 1/2 inch diameter Re-bar pin found at the back edge of the
  curb, in all 147.19 feet to a metal post marked for a corner, found;  thence
  runs with the chain-link fence, and the North boundary to the Leonard West
  property, North 88 degrees, 37 minutes, 11 seconds West passing a 1/2 inch
  diameter Re-bar pin found at the back edge of the curb, at 124.14 feet
  continuing on in all 140.90 feet to a point in the center of Broad Street, the
  Northwest corner to the Leonard West property; thence runs with the center-
  line of Broad Street, North 03 degrees, 07 minutes, 05 seconds West 399.18
  feet to a point in the center-line of Broad Street at the South right-of-way
  of the N.C. and St.L. Railroad; thence runs with the South right-of-way of a
  N.C. & St.L. Railroad, South 65 degrees, 18 minutes, 49 seconds East 646.36
  feet to a concrete monument with aluminum cap (RLS #69) set; thence runs with
  the South right-of-way of the N.C. & St.L. Railroad, South 60 degrees, 00
  minutes, 49 seconds East, 100.00 feet to a "PK" Nail and brass marker marked
  "RLS-69" set in the center of Jones Street; thence runs South 02 degrees, 04
  minutes, 55 seconds East 237.78 feet to the point of beginning, containing an
  area computation of 5.49 acres.  
  
  Parcel Number 2:  The survey provides the following legal description of the
  second parcel of 0.89 acre:
  
  BEGINNING at a "PK" Nail and brass marker stamped "RLS-69", set in the West
  right-of-way of Jones Street, at the Northeast corner to the City of Dresden
  water tank property, said beginning point being located North 39 degrees, 07
  minutes, 32 seconds East 53.26 feet from a U.S.C.G.S. monument No "F-23,"
  found at the Southeast leg of the City water tank; thence runs with the North
  boundary to the City water tank property, South 88 degrees, 00 minutes, 50
  seconds West 80.00 feet to a "PK" Nail and brass marker stamped "RLS-69," set
  in the pavement, the Northwest corner to the City water tank property; thence
  runs with the West boundary to the City water tank property, South 01 degrees,
  59 minutes, 10 seconds East 80.00 feet to a "PK" Nail and brass marker stamped
  "RLS-69" set in the pavement, the Southwest corner of the City of Dresden
  water tank property in the North right-of-way of the N.C. & St.L. Railroad;
  thence runs with said Railroad right-of-way, North 66 degrees, 21 minutes 19
  
  
  <PAGE>
  
  seconds West 266.82 feet to a one-half inch diameter Re-bar pin found at a
  street post, said point being the Southeast corner to Gary D. Inman property;
  thence runs with Inman's East boundary line, North 00 degrees, 54 minutes, 54
  seconds East 64.00 feet to a one-half inch diameter Re-bar pin with cap (RLS
  #69) set at the Southwest corner to the Carline F. Turner property; thence
  runs with Turner's South boundary, North 84 degrees, 54 minutes, 31 seconds
  East 117.50 feet to a one-half inch diameter Re-bar pin with cap (RLS #69)
  set; thence runs with the South boundary to the Donald R. Moubrey property and
  the South boundary to the Brian A. Arnold property, North 88 degrees, 00
  minutes, 51 seconds East 200.00 feet to a one-half inch diameter Re-bar pin
  with cap (RLS #69) set in the West right-of-way of Jones Street; thence runs
  with said West right-of-way of Jones Street, South 01 degree, 59 minutes 10
  seconds East 105.70 feet to the point of beginning containing an area
  computation of 0.89 acre.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 154814}]
metadata_filer: {"company-data": {"conformed-name": "MCRAE INDUSTRIES INC", "cik": "0000729284", "assigned-sic": "3140", "irs-number": "560706710", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08578", "film-number": "96559960"}, "business-address": {"street1": "402 NORTH MAIN STREET", "street2": "PO BOX 726", "city": "MT. GILEAD", "state": "NC", "zip": "27306", "phone": "910-439-6147"}, "mail-address": {"street1": "402 NORTH MAIN STREET", "street2": "PO BOX 726", "city": "MT. GILEAD", "state": "NC", "zip": "27306"}, "former-company": {"former-conformed-name": "MCRAE INDUSTRIES INC/DE", "date-changed": "19920703"}}
text: United States
                     Securities and Exchange Commission
                          Washington, D.C.   20549
                                      
                                  Form 8-K
                                      
                               Current Report
                                      
        Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
   Date of Report(Date of earliest event reported)  April 30, 1996               
  
                          McRae Industries, Inc.                                 
               (Exact name of registrant as specified in its charter)
  
         Delaware                         1-8578                56-0706710       
  (State or other jurisdiction         (Commission             (IRS Employer
        of corporation)                File Number)          Identification No.)
  
  402 North Main Street, Mt Gilead, N.C.                           27306         
  (Address of principal executive offices)                       (Zip code)
  
  Registrant's telephone number, including area code (910) 439-6147             
  
                                                                                 
  (Former name or former address, if changed since last report.)
  Item 2. Acquisition or Disposition of Assets.
  
  (a)   On April 30, 1996, McRae Industries, Inc. (McRae) entered into a Stock
  Purchase Agreement which provides among other things, for McRae to purchase
  all of the outstanding common stock of American West Trading Company (American
  West)from its current shareholders. American West is a manufacturer and
  distributor of western and work boots with manufacturing facilities located in
  Dresden and Waverly, Tennessee.  American West sells it's boots nationwide to
  major retail and specialty chain stores.
        In connection with the above Agreement, McRae purchased 400,000 shares
  of American West Common Stock for $490,000 in cash and notes and $60,000 of
  McRae's Class A Common Stock.  In addition, a deferred earn-out amount will be
  paid subject to certain conditions being met over a sixty month period. As of
  April 30, 1996, American West had approximately $6.5 million of assets and
  liabilities and annual revenues of $18,400,000. 
  
  Item 7. Financial Statements, Pro Forma Information, and Exhibits.
  
  (a) Financial Statements of Business Acquired: In response to this item, it is
  impracticable to provide all of the required financial information of American
  West at this time, however the required financial statements will be filed as
  soon as practicable, but not later than 75 days from April 30, 1996.
  
  (b) Pro Forma Financial Information:  In response to this item, it is
  impracticable to provide the required financial information at this time,
  however, it will be filed as soon as practical, but not later than 75 days
  from April 30, 1996.
  
  (c) Exhibit:
                                
     Exhibit No.                                         Description
        (2)                                        Stock Purchase Agreement
                                                     (including exhibits)
  
                                 Signatures
                                      
   Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                              McRae Industries, Inc.
                                                  (Registrant)
  
         Date:  May 10, 1996                  By: /s/B.J. McRae      
                                                  B.J. McRae
                                                  President
                                                 (Principal Executive Officer)
  
         Date:  May 10, 1996                  By: /s/David K. Helms  
                                                  David K. Helms
                                                  Vice President-Finance
                                                 (Principal Financial Officer)
  EXHIBIT INDEX                              
  
                                      
  
  EXHIBIT NO.               DESCRIPTION                         PAGE NO.
  
     (2)                    STOCK PURCHASE AGREEMENT              4-55
                            (INCLUDING EXHIBITS)
  STOCK PURCHASE AGREEMENT
  
                                
       THIS STOCK PURCHASE AGREEMENT ("Agreement")is made and entered into as of
  the 7th day of April, 1996, by and among WALTER A. DUPUIS ("DuPuis"), KENNETH O.
  MOORE ("Moore") and WILLIAM GLOVER ("Glover"), being collectively referred to
  herein as the "Shareholders", and MCRAE INDUSTRIES, INC., a Delaware corporation
  ("Purchaser").
  
                            STATEMENT OF PURPOSE
  
       AMERICAN WEST TRADING COMPANY, a Tennessee corporation (the "Company"),
  is engaged in the business of manufacturing and selling, at wholesale, boots
  and other footwear  (the "Business").  The Company has authorized capital of
  775,000 shares of Common Stock, of which 400,000 shares are issued and
  outstanding (the "Shares"), all of which are held by the Shareholders.  Pur-
  
  chaser desires to purchase all of the Shares.  The purpose of this Agreement
  is to set forth the terms and conditions upon which the Shareholders have
  agreed to sell to Purchaser, and Purchaser has agreed to purchase and pay for,
  the Shares. Capitalized terms shall have the meanings ascribed to them in
  Section 8.3 unless defined in other sections of this Agreement.
  
       NOW, THEREFORE, in consideration of the premises and the mutual
  agreements contained herein, the Shareholders and Purchaser hereby agree as
  follows:
  
                                  ARTICLE I
                                      
                         PURCHASE AND SALE OF SHARES
                                      
       Section 1.1 General.  Subject to all of the terms and conditions of this
  Agreement, each of the Shareholders severally agrees that at the Closing (as
  defined in Section 6.1) (i) such Shareholder will sell, assign, transfer and
  convey unto Purchaser all of the Shares held by such Shareholder as set forth
  below, and Purchaser agrees that at the Closing it will purchase all (but not
  less than all) of the Shares at an aggregate purchase price (the "Purchase
  Price") equal to (a) $325,000 in cash at the Closing, (b) Purchaser's
  promissory note, payable to the Shareholders jointly, in the principal amount
  of $45,000, bearing interest at the Interest Rate (defined in Section 8.3
  below), payable in 24 equal monthly installments of principal in the amount of
  $1,875 each, together with accrued interest (the "Note"), (c) a number of
  whole shares of Purchaser's Class A Common Stock having an aggregate Fair
  Market Value (defined in Section 8.3 below) at that date of $60,000, issued to
  and in the name of Moore; and (d) deferred earn-out payments of up to an
  aggregate $105,000 to Moore, payable in accordance with the provisions of
  Section 1.5 below.  In addition, Purchaser and DuPuis will enter into a
  consulting and non-competition agreement covering the period of 24 consecutive
  months following the Closing, providing for payments to DuPuis of $5,000 per
  month during such period.  
                                      
       Section 1.2  Appointment of Agent.  By his execution hereof, Glover
  hereby appoints Moore as his agent to receive and accept at the Closing, on
  his behalf Glover's portion of the Purchase Price to be paid and delivered to
  such Shareholder and all other documents to be delivered to such Shareholder
  at the Closing hereunder, to deliver at the Closing Glover's certificates for
  the Shares, instruments of transfer in accordance with Section 1.3 and all
  other documents, certificates or other writings contemplated hereunder, and to
  receive and distribute all payments of principal and interest on the Note.  In
  addition, Glover agrees that Moore shall have full and plenary authority to
  bind Glover with respect to all actions to be taken by the Shareholders
  pursuant to this Agreement on and after the date hereof, whether such action
  is taken before, on or after the Closing Date.  Moore by his execution hereof
  accepts such appointment and agrees that promptly after the Closing he will
  deliver such cash to Glover.  Delivery of such cash by Purchaser to Moore as
  such agent shall constitute a full acquittance of Purchaser with respect
  thereto, and Purchaser shall have no obligation to see to the redelivery of
  such cash. 
  
       Section 1.3 Delivery of Share Certificates..  Against receipt of the
  payment of the Purchase Price, each Shareholder shall deliver to Purchaser the
  certificate(s) for the Shares being sold by such Shareholder, together with
  such stock powers, endorsements, and assurances (including signature guaran-
  
  tees, if requested by Purchaser) as will entitle Purchaser to immediate
  registration of transfer of such Shares in its name and as will convey such
  Shares to Purchaser free and clear of all liens, encumbrances and adverse
  claims, other than transfer restrictions imposed by applicable securities
  laws.
  
       Section 1.4  "All or None".  The obligation of Purchaser to purchase and
  pay for the Shares tendered at Closing by any Shareholder is subject, inter
  alia, to the condition that all of the shares held by all Shareholders be
  tendered, delivered and available for purchase, Purchaser having no obligation
  hereunder to purchase less than all of the Shares.
  
       Section 1.5  Deferred Purchase Price.  Purchaser shall pay to Moore an
  amount (the "Deferred Payment") equal to a percentage of the Company's Pre-Tax
  Earnings (as defined below), determined and payable as follows:
  Period of Determination
  of Pre-Tax Earnings                 Amount Payable               When Payable
  
  (a)  1st through 24th calendar
       months following the
       Closing.                      Lesser of 40% of
                                     Pre-Tax Earnings
                                     or $45,000.00.
                                                             On or before the
                                                             end of the 26th
                                                             calendar month
                                                             after the Closing.
  
  (b)  25th through 36th calendar
       month after the Closing.      Lesser of 20% of
                                     Pre-Tax Earnings
                                     or $20,000.             On or before the
                                                             end of the 38th
                                                             calendar month
                                                             after the Closing.
  
  (c)  25th through 48th calendar
       month after the Closing.      Lesser of 20% of
                                     Pre-Tax Earnings
                                     or $40,000, less
                                     any amount paid
                                     under (b) above.       On or before the
                                                            end of the 50th
                                                            calendar month
                                                            after the Closing.
  
  (d)  25th through 60th calendar
       month after the Closing.     Lesser of 20% of
                                    Pre-Tax Earnings
                                    and $60,000, less
                                    any amounts paid
                                    under (b) and (c)
                                    above.                  On or before the
                                                            end of the 62nd 
                                                            calendar month
                                                            after the Closing.
  
       "Pre-Tax Earnings" shall mean income from the Company's continuing
  operations of the Business, including related expense and interest on all
  funds advanced to the Company, but excluding extraordinary, unusual or
  nonrecurring items, the effect of any change in accounting principles, prior
  period adjustments, the effect, if any, of net operating loss carryover, and
  the effect of any discontinued operations, as defined by generally accepted
  accounting principles, all as determined, without audit, for each of the
  relevant periods by the independent accounting firm then auditing the books of
  the Purchaser.  
  
                                 ARTICLE II
                                      
              REPRESENTATIONS AND WARRANTIES AS TO THE SHARES 
                             AND THE TRANSACTION
  
       To induce Purchaser to enter into this Agreement and to purchase such
  Shareholder's Shares hereunder, each Shareholder severally represents and
  warrants to the Purchaser that: 
  
       Section 2.1  Ownership of Shares.  Such Shareholder is the legal owner
  of the number of shares set forth by such Shareholder's name in Section 3.4
  hereof.  Such Shares are held by such Shareholder free and clear of all liens,
  encumbrances and adverse claims whatsoever (other than a pledge of all of the
  Shares to Trans Financial Bank NA (the "Trans Financial Pledge") and restric-
  tions on transfer imposed by applicable securities laws; such Shareholder has
  full power and authority to sell and assign such Shares to Purchaser at the
  closing pursuant hereto; and upon the delivery to Purchaser of the
  certificate(s) for such Shares and accompanying instruments at the Closing
  pursuant to Section 1.3 Purchaser will have acquired good, valid and exclusive
  title to such Shares free and clear of all liens, encumbrances and adverse
  claims whatsoever (other than transfer restrictions imposed by applicable
  securities laws) and will be immediately entitled to the registration of such
  Shares in its name on the books of the Company and thereupon entitled to all
  rights of a Shareholder of the Company evidenced thereby.  Upon delivery to
  Purchaser of the certificate(s) for the Shares and accompanying instruments at
  the Closing pursuant to Section 1.3, Purchaser shall have acquired all of the
  outstanding shares of capital stock of the Company and all of the interests in
  the Shares, including any remainder or other residual interest.  The Shares
  have been duly and validly issued and are fully paid, nonassessable and not
  subject to call and have not been issued in violation of any preemptive
  rights.
  
       Section 2.2  No Conflicts; Consents; Binding Effect.  The execution,
  delivery and performance of this Agreement by such Shareholder and the sale of
  such Shareholder's Shares to Purchaser hereunder, do not and will not conflict
  with, violate or constitute a breach of any agreement, instrument or other
  contract by which such Shareholder is bound, except as set forth on Schedule
  2.2 hereto, nor will they violate any judgment, order, decree, law, statute,
  regulation or other judicial or governmental restriction to which such
  Shareholder is subject or (in the case of a Shareholder who is not an
  individual) the charter, trust agreement or other constituent instrument by
  which such Shareholder was created or is governed, nor do they or will they
  require the consent of, or any prior filing with or notice to, any
  governmental authority or other third party.  This Agreement constitutes the
  legal, valid and binding obligation of such Shareholder, enforceable against
  such Shareholder in accordance with its terms.
  
       Section 2.3  No Litigation.  There is not pending or threatened against
  such Shareholder any action, suit or proceeding before any court, arbitrator
  or governmental or regulatory authority which challenges or calls into
  question the authority of such Shareholder to enter into this Agreement or to
  perform his obligations hereunder or in which an adverse decision could
  adversely affect the transactions contemplated hereby.
  
                                 ARTICLE III
                                      
                   GENERAL REPRESENTATIONS AND WARRANTIES 
  
       To induce Purchaser to enter into this Agreement and to purchase the
  Shares hereunder Moore and DuPuis, jointly and severally, represent and
  warrant that:
  
       Section 3.1  Corporate Organization and Authority.  The Company is a
  corporation duly organized and validly existing in good standing under the
  laws of the State of Tennessee, with full corporate power and authority to
  conduct its business as now conducted, own its assets and enter into and
  perform its obligations under this Agreement, and the copies of the Company's
  Articles of Incorporation and Bylaws heretofore provided to Purchaser are true
  and complete as of this date hereof.
  
       Section 3.2  Subsidiaries and Foreign Qualification.
  (a)  Subsidiaries.  Except as set forth on Schedule 3.2 hereto, the
  Company has no subsidiaries and no other equity investments in any other
  corporation, partnership, association, trust or other business entity.  
  
       (b)  Foreign Qualification.  The Company is in good standing and is
  qualified to transact business as a foreign corporation in all states in which
  the nature and location of the Company's business and assets requires
  qualification as a foreign corporation, unless the failure by the Company to
  so qualify in such jurisdiction will not have a material adverse effect on its
  business or assets or subject it to material penalties.  
  
       Section 3.3  Absence of Conflicts and Consent Requirements.  Except as
  set forth on Schedule 3.3, the Shareholders' execution and delivery of this
  Agreement and performance of its and their obligations hereunder, do not and
  will not conflict with, violate or result in any default under the Company's
  Articles of Incorporation or Bylaws or any mortgage, indenture, agreement,
  instrument or other contract or by which the Company or any Shareholder is
  bound, nor will they violate any judgment, order, decree, law, statute,
  regulation or other judicial or governmental restriction to which either the
  Company or any Shareholder is subject, nor do they or will they require the
  consent of, or any prior filing with or notice to, any governmental authority
  or other third party. 
  
       Section 3.4  Capitalization.  The authorized capital stock of the
  Company consists of 775,000 shares of Common Stock.  The only issued and
  outstanding shares are the Shares, which have been duly and validly authorized
  and issued and are fully paid and nonassessable.  The Shares are owned
  beneficially and of record as follows:
  
       Name                # of Shares         Certificate Number  
  
       William Glover            20,000        9 and 11
       Walter A. DuPuis         190,000        5, 6 and 10
       Kenneth O. Moore         190,000        12
  
       There are no outstanding subscriptions, warrants, options, calls,
  commitments or other rights or agreements to which the Company or any
  Shareholder is bound relating to the issuance, sale or redemption of shares of
  Common Stock or other securities of the Company and no person other than the
  Shareholders has any interest in the Shares, except a possible claim by Greg
  Gellman, Dennis Ziolkowski and Charlie McCoy that they are or were entitled to
  have shares of the Common Stock issued to them pursuant to a stock plan (the
   Capital Stock Plan Claim ).  No shares of capital stock or other securities
  of the Company are reserved for any purpose.  No Shares have been issued in
  violation of any preemptive rights.
  
       Section 3.5  Financial Statements; No Undisclosed Liabilities.  The
  Company has delivered to Purchaser (i) the Company's balance sheets at
  December 31, 1993, 1994 and 1995, and the related statements of income and
  expense for each of the three years then ended, and (ii) the Company's balance
  sheet at February 29, 1996, and (the "Balance Sheet") and the year-to-date
  related statement of income and expense (such financial statements are herein-
  after referred to as the "Financial Statements").  The Financial Statements
  are true and correct in all material respects and have been prepared in
  accordance with generally accepted accounting principles, which have been
  applied consistently throughout the periods involved except as noted in such
  Financial Statements and except that the income statement for the year ended
  December 31, 1995, should be adjusted for the following items:  additional bad
  debts of $72,000; (2) additional inventory writedown of $84,000; (3)
  additional loss incurred for gross profit on Ross Cheney account of $20,000;
  and (4) 1995 employee bonus of $5,000.  The balance sheets contained in the
  Financial Statements fairly reflect all liabilities of the Company of the
  types normally reflected in balance sheets as of the dates thereof and any
  liabilities that will arise or be incurred by the Company in connection with
  the transactions contemplated hereby, and except for current liabilities
  incurred in the ordinary course of business consistent with past practices
  (and not materially different in type or amount), the Company has no liabili-
  ties or obligations of any nature, whether accrued, absolute, contingent or
  otherwise, whether due or to become due, whether properly reflected as a
  liability or a charge or reserve against an asset or equity account, and
  whether or not the amount thereof is readily ascertainable, except as set
  forth on Schedule 3.5 hereto.  
  
       Section 3.6  Absence of Certain Changes.  Since December 31, 1995,
  except as set forth or referred to in Schedule 3.6 hereto, there has not been:
  
       (a)  any material adverse change in the financial position of the
  Company or in the results of its operations, other than operating losses
  incurred in January and February 1996 of which the Purchaser has been advised
  and economic or regulatory changes generally known throughout the Company's
  industry as a whole and not unique to the Company's business;
  
       (b)  any change in the condition of the properties, business or
  liabilities of the Company except normal and usual changes in the ordinary
  course of business which have not been materially adverse, other than economic
  or regulatory changes generally known throughout the Company's industry as a
  whole and not unique to the Company's business;
  
       (c)  any damage, destruction or loss (whether or not covered by
  insurance) materially and adversely affecting the properties or business of
  the Company;
  
       (d)  any purchase or any sale, lease, abandonment or other disposition
  by the Company of any interest in real property, or of any machinery,
  equipment or other operating tangible personal property other than
  acquisitions and dispositions of personal property in the ordinary course of
  business;
  
       (e)  any change in the accounting methods or practices followed by the
  Company or in depreciation, amortization or inventory valuation policies
  theretofore used or adopted;
  
       (f)  any material liability incurred by the Company, contingent or
  otherwise, other than trade accounts, operating expenses, obligations under
  executory contracts incurred for fair consideration, taxes accrued with
  respect to operations during such period and indebtedness for money borrowed
  or for the deferred purchase price of property purchased for fair con-
  sideration, all incurred in the ordinary course of the Company's business;
  
       (g)  any bonus paid to any employee, Shareholder or officer of the
  Company, any increase in the compensation paid or to be paid, directly or
  indirectly, to any officer or key employee of the Company, or any general
  increase in the rate of compensation paid to the Company's other employees
  other than routine increases in wages in the ordinary course of business;
  
       (h)  any loan or advance made to any employee, officer or Shareholder
  of the Company or any relative of such employee, officer or Shareholder;
  
       (i)  any resignation or threatened resignation of any key employee of
  the Company; 
  
       (j)  any other material adverse change in the business or prospects of
  the Company, other than operating losses in January and February 1996 and
  economic or regulatory changes generally known throughout the Company's
  industry as a whole and not unique to the Company's business;
  
       (k)  any payment or declaration, or any commitment for the payment or
  declaration, by the Company of any dividend (whether in cash, stock, property
  or otherwise) or other distribution in respect of the Common Stock, or any
  repurchase, redemption or retirement, or commitment to repurchase, redeem or
  retire, by the Company of any of the Common Stock;
  
       (l)  any amendment to or change in the Articles of Incorporation or
  Bylaws of the Company;
  
       (m)  any forgiveness by the Company of any material debt due it or any
  waiver by the Company of any material rights;
  
       (n)  any material election for tax purposes which was either (i) made
  by the Company, or (ii) eligible to be made by the Company but not so made,
  with the effect that such election may not be subsequently made;
  
       (o)  any capital expenditure, or group of related capital expenditures,
  by the Company of $20,000 or more; or
  
       (p)  any other circumstances or conditions known to the Company or the
  Shareholders that could result in any of the events referred to in the
  foregoing subparagraphs (a) - (o) or any agreement or commitment by or on
  behalf of the Company or the Shareholders to do or take any of the actions
  referred to in the foregoing subparagraphs (a) - (o).
  
       Section 3.7  Title to Assets.
  
       (a)  Real Property.  
  
            (i)  The Company has good and marketable fee simple title to the
  Real Property free and clear of all liens, charges, security interests,
  easements, reservations, restrictions, encumbrances or other defects in title
  other than those set forth in Schedule 3.7(a) hereto ("Permitted
  Encumbrances").
  (ii)      The Real Property and the present use and condition
  thereof do not violate any applicable deed restrictions or other covenants,
  restrictions, agreements, existing site plan approvals, zoning or subdivision
  regulations or urban redevelopment plans applicable to the real property as
  modified by any duly issued variances, and no permits, licenses or
  certificates pertaining to the ownership or operation of the real property,
  other than those which are transferable therewith, are required by any
  governmental agency having jurisdiction over the Real Property or its
  operation.
  
            (iii)     All improvements on the Real Property are wholly
  within the lot limits of the real property and do not encroach on any
  adjoining premises; and there are no encroachments on any of the real property
  by any improvements located on any adjoining premises.
  
            (iv)      Neither Moore nor DuPuis has any knowledge of any (i)
  proposed increases in the property valuation of the Company's real property,
  (ii) proposed changes in the real or personal property tax laws or ordinances
  (including new laws and ordinances) or (iii) proposed changes in other laws or
  regulations (including new laws and ordinances), any of which, if enacted,
  would have a material adverse effect on the Company's real property or the
  Business.
  
            (v)  There are no facts known to Moore or DuPuis that would
  prevent any of the Real Property from being occupied after the Closing in
  substantially the same manner as before.
  
            (vi) None of the Company's real property is leased to others.
  
            (vii)     The Company's manufacturing facilities have at all
  times been lawfully occupied and there are no facts known to Moore or DuPuis
  that would prevent any of such facilities from being occupied after the
  Closing in substantially the same manner as before. 
  
            (viii)    The Company's manufacturing facilities, and all
  improvements thereon, were constructed in compliance with all applicable
  federal, state or local statutes, laws, ordinances, regulations, rules, codes,
  orders or requirements (including, but not limited to, any building, zoning or
  environmental laws or codes) affecting such premises.
  
       (b)  Equipment.  The Company has good and marketable fee simple title
  to the Equipment free and clear of all liens, charges, security interests,
  easements, reservations, restrictions, encumbrances and other defects in title
  other than those set forth in Schedule 3.7(b) hereto ("Permitted Encumbranc-
  es").
  
       (c)  Inventory.  Except as set forth in Schedule 3.7(c) ("Permitted
  Encumbrances"), the Company has good and marketable fee simple title to the
  Inventory, free and clear of all encumbrances.
  
       (d)  Receivables.  The Receivables existing on the Closing Date will
  constitute valid and enforceable claims of the Company, arising in the
  ordinary course of the Business and enforceable by the Company in accordance
  with the terms of the instruments or documents creating them.  
  
       (e)  Intangible Property.  The Company has the rights to use the Names
  in connection with its business as and where now conducted, and the Company is
  not a party to any agreement with any other person or entity with respect to
  the use of the Names.  The Company owns or possesses all licenses and permits,
  and any and all rights to use any trademarks, trade names, software or
  copyrights necessary or being used to conduct its business as and where now
  conducted and has not received any notice of conflict with the asserted rights
  of any others.  Listed on Schedule 3.7(e) hereto is an accurate and complete
  listing of all such trademarks, trade names, software or copyrights owned by,
  registered or licensed by the Company, together with a description of all
  liens and encumbrances on any of them.   
  
       (f)  Contract Rights.  The rights of the Company under the Contracts
  are valid and enforceable by the Company, will at the Closing be enforceable
  by Purchaser, in each case in accordance with their respective terms except as
  such enforceability may be limited by applicable bankruptcy, insolvency and
  other similar laws affecting creditors' rights generally and by such
  principles of equity as may affect the availability of equitable remedies. 
  Neither the Company nor the other parties thereto are in default in any
  material respects (nor does any circumstance exist which, with notice or the
  passage of time or both, would result in such a default) under said Contracts,
  and subject only to obtaining the consents described in Schedule 3.7(f) hereto
  with respect thereto, will not violate the terms thereof.  All amendments or
  supplements to the Material Contracts (as defined in Section 3.15) and all
  notices with respect to such Contracts are specifically identified in Schedule
  3.15 hereto.  
  
       Section 3.8  Condition of Tangible Assets.
  
       (a)       Real Property.  All electric, gas, water and sewer utilities
  serving the Real Property are adequate.  There are no zoning or similar land
  use restrictions presently in effect or, to the knowledge of Moore or DuPuis,
  proposed by any governmental authority, which would impair the use of the Real
  Property for the purposes for which it is now being used or now proposed to be
  used, and the Real Property is in compliance in all material respects with all
  applicable zoning or similar land use restrictions of all governmental
  authorities having jurisdiction thereof and with all recorded restrictions,
  covenants and conditions affecting the Real Property.  No proceedings for the
  taking of any of the Real Property by eminent domain by any governmental
  authority are pending or, to the knowledge of Moore or DuPuis, threatened. 
  
       (b)  Environmental Compliance.  Except as set forth on Schedule 3.8(b)
  hereto, no pollutants or other toxic, infectious or hazardous substances,
  materials or wastes (collectively, the "Substances"), including, without
  limitation, any solid, liquid, gaseous or thermal irritant or contaminant,
  such as smoke, vapor, soot, fumes, acids, alkalis, chemicals or wastes
  (including materials to be recycled, reconditioned or reclaimed), petroleum,
  petroleum derivatives and petroleum products, asbestos and asbestos-containing
  materials, radon gas, methane gas, polychlorinated biphenyls ("PCBs")
  (including PCBs in the form of electrical transformers, fluorescent light fix-
  tures with ballasts, cooling oils or any other device or form) and any other
  substance, material or waste, which Substances may be regulated or prohibited
  by, or may support a cause of action, claim or proceeding under, any federal,
  state or local environmental statute or ordinance or regulations promulgated
  thereunder (including, without limitation, the Comprehensive Environmental
  Response, Compensation and Liability Act, the Superfund Amendments and
  Reauthorization Act, the Resource Conservation and Recovery Act, the Toxic
  Substances Control Act, the Hazardous Materials Transportation Act, the Clean
  Air Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act,
  the Occupational Safety and Health Act, the Emergency Planning and Community
  Right-to-Know Act, and the Federal Insecticide, Fungicide and Rodenticide
  Act), law, ordinance, regulation, rule, requirement, published policy, or
  right or remedy existing under common law or in equity (collectively, the
  "Statutes and Laws") have been or, prior to the Closing, shall have been,
  used, installed, located, spilled, discharged, dispersed, released, stored,
  treated, generated, transported to or from, disposed of or allowed to escape
  on the Real Property, including, without limitation, the soil and the surface
  and subsurface waters of such location in such a manner so as to violate the
  Statutes and Laws, or to give rise to liability or potential liability under
  the Statutes and Laws or to create a cause of action under the Statutes and
  Laws.  No investigation, administrative order, governmental notice of
  noncompliance or violation, remediation action plan, consent order or
  agreement, civil or criminal litigation or settlement with respect to Sub-
  stances or underground storage tanks shall be proposed, threatened or in exis-
  tence with respect to the Real Property.  There are not currently and have
  never been any above-ground storage tanks or underground storage tanks located
  on the Real Property except as noted in a Phase I Report of a study done n
  March 1993, which has been delivered to the Purchaser.
  
       The Real Property and the Company's operations at the Real Property have
  at all times been and at the Closing Date shall be in material compliance with
  all applicable Statutes and Laws.  No notice shall have been served on or
  delivered to the Company or any Shareholder from any entity, governmental body
  or individual claiming any violation of any Statutes and Laws or demanding
  payment or contribution for environmental damage or injury to natural
  resources.
  
       (c)  Equipment.  Moore and DuPuis are making no representation or
  warranty with respect to the physical condition of the Equipment, it being the
  understanding of the parties hereto that Purchaser is accepting the Equipment
  in its "as is" physical condition.
  
       (d)  Inventory.  The finished goods in the Inventory (with the
  exception of manufacturing defects occurring in the ordinary course of
  business) consists of items that are saleable in the ordinary course of the
  Business and are of a good quality.  All items of raw materials and work-in-
  process in the Inventory are usable in the Business.
  
       Section 3.9  Leases.  Except as set forth in Schedule 3.9 hereto, none
  of the Equipment or the Real Property is leased by the Company to any other
  party and none of the real or personal property used in the Business is leased
  by the Company from any other party.
  Section 3.10  Adequacy of Assets.  Except as set forth in Schedule 3.10
  hereto, the Assets include all property, contract rights, leases and
  intangibles necessary for Purchaser to continue the Business after the Closing
  as it is now conducted.  Except as set forth in Schedule 3.10 hereto, for such
  continuation of the Business as it is now conducted, there are no capital
  expenditures which the Company now plans to make or anticipates will be
  required to be made in excess of an aggregate of $35,000.  
  
       Section 3.11  Loss Contingencies.
  
       (s)  Pending or Threatened Litigation.  Except as described in Schedule
  3.11(a) hereto, there are no material claims, actions, suits or other
  proceedings pending, or to the knowledge of Moore or DuPuis, threatened,
  against the Company or any of the Assets or the Real Property before any
  court, agency or other judicial, administrative or other governmental body or
  arbitrator.
  
       (b)  Other Loss Contingencies.  Except as described in Schedule 3.11(b)
  hereto, there are no other material "loss contingencies" (as defined in
  Statement of Financial Accounting Standards No. 5 issued by the Financial
  Accounting Standards Board in March 1975 ("FAS 5")), which would be required
  by FAS 5 to be disclosed or accrued in financial statements of the Company
  were such statements prepared at the time this warranty is made or deemed
  made.
  
       Section 3.12  Compliance with Law.
  
       (a)       Conduct of Business.  The Company has conducted its business so
   as to comply with, and is in compliance with, all laws, statutes, regulations,
  rules and other requirements of any governmental authority applicable to it
  (collectively "Legal Requirements").
  
       (b)  Investigations.  Except as set forth in Schedule 3.12(b) hereto,
  there have been no investigations of the Company or the Business known to
  Moore or DuPuis conducted by any grand jury, administrative agency or other
  governmental authority since January 1, 1990. 
  
       (c)  Judgments and Orders.  There are no outstanding judgments, orders,
  writs or decrees of any judicial or other governmental authority binding upon
  the Company or its assets. 
  
       (d)  Capital Expenditures.  There are no material capital expenditures
  which the Company now anticipates will be required to be made in connection
  with the Business as now conducted in order to comply with any existing laws,
  regulations or other governmental requirements applicable to the Company's
  business, including without limitation requirements relating to occupational
  health and safety, the Americans with Disabilities Act and protection of the
  environment.
  
       (e)  Licenses.  The Company holds all of the licenses, permits and
  other governmental franchises required for the conduct of the Business as now
  conducted, all of which are listed on Schedule 3.12(e) hereto.  The Company is
  not in default under any such license, or permit or franchise, nor does any
  circumstance exist which with notice or the passage of time or both would
  result in such a default.  
  
       (f)  Improper Payments.  Neither the Company or any of the Shareholders
  nor any officer, director, employee or other representative of the Company
  acting or purporting to act on behalf of the Company or of any business enter-
  prise with which the Company has been associated or affiliated, has, directly
  or indirectly, made or authorized any payment, contribution or gift of money,
  property, or services, in violation of applicable law, (i) as a kickback or
  bribe to any person or (ii) to any political organization or the holder of, or
  any aspirant to, any elective or appointive office of any nation, state,
  political subdivision thereof, or other governmental body or instrumentality.
  
       Section 3.13  Taxes.
  
       (a)  Returns and Payment of Taxes.  All tax returns due prior to the
  Closing Date by the Company and the Shareholders with all taxing authorities
  have been or prior to the Closing Date will have been filed, or appropriate
  extensions obtained; and all Taxes (as defined in Section 8.3) shown to be due
  and payable on such returns, all other Taxes, duties and other governmental
  charges payable by the Company and the Shareholders and for the payment of
  which there may arise any lien upon the Company's assets subsequent to the
  Closing, and all deficiencies, assessments, penalties and interest with
  respect thereto notice of which has been received by the Company or the
  Shareholders, in each case due and payable on or before the Closing Date, have
  been or prior to the Closing Date will have been paid.
  
       (b)  Withholding of Taxes.  There has been withheld or collected from
  each payment made to each employee of the Company the amount of all Taxes
  (including without limitation federal income taxes, Federal Insurance
  Contributions Act taxes and state and local income, payroll and wage taxes)
  required to be withheld or collected therefrom and the same have been paid to
  the proper tax depositories or collecting authorities.
  
       (c)  Property Taxes.  All state or local real and personal property
  taxes and assessments for years prior to 1996 imposed on the Company with
  respect to, or which may become a lien on, the Assets have been paid in full.
  
       (d)  Audits.  There are no pending, or to the knowledge of Moore or
  DuPuis, threatened, questions or examinations relating to, or claims asserted
  for any federal, state or local taxes, including without limitation income,
  payroll, wage, withholding or property taxes, against the Company.  Except as
  set forth on Schedule 3.13(d) hereto, the Company has not been the subject of
  any audit by the Internal Revenue Service or any state or local taxing
  authorities.
  
       Section 3.14  Employee Matters.
  
       (a)  List of Agreements.  Except as set forth on Schedule 3.14(a)
  hereto, there are no agreements between the Company and any of its employees,
  consultants, officers and directors, or any other persons performing services
  for the Company, relating to their employment by or performance of services
  for the Company or their compensation therefor, other than oral employment
  agreements with employees terminable at will.
  
       (b)  Other Information as to Employees and Their Benefits.Schedule
  3.14(b) hereto sets forth:
  
            (i)  the names of all employees of the Company whose rate of
  direct compensation (including wages, salaries and actual or anticipated
  bonuses) plus the value of other annual benefits not made available to the
  Company's other employees generally, exceeds $25,000 per year, and the rate of
  compensation and amount of such other benefits for each such employee; and
       
            (ii)  all bonus, pension, profit sharing, deferred compensation,
  retirement, hospitalization, medical or dental reimbursement, severance pay,
  vacation pay, disability, death benefit, insurance, and other similar plans,
  programs or arrangements providing benefits to employees of the Company
  (including without limitation all "employee benefit plans" within the meaning
  of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
  amended ("ERISA")) ("Employee Benefit Plans").
   
       (c)       Company Plans.  Except as disclosed on Schedule 3.14(c) hereto,
  neither the Company nor any ERISA Affiliate sponsors, maintains or contributes
  to any "employee pension benefit plan" (within the meaning of Section 3(2) of
  ERISA).  Neither the Company nor any ERISA Affiliate has any liability,
  contingent or otherwise, under (i) any Employee Benefit Plan, (ii) any
  employee pension benefit plan (within the meaning of Section 3(2) of ERISA)
  sponsored, maintained or contributed to by the Company or any ERISA Affiliate
  in the past, to any employees, any former employees (or those deriving rights
  from either such persons), or the Pension Benefit Guaranty Corporation, or
  (iii) any "multiemployer plan" (within the meaning of Section 4001(a)(3) of
  ERISA).
  
       (d)  Compliance with Laws and Regulations.  Each Employee Benefit Plan
  has at all times been maintained and operated in compliance with its terms and
  the requirements of all applicable laws and regulations, including, without
  limitation, ERISA and the Internal Revenue Code of 1986 (the "Code"), and the
  Company has received no notice from any governmental authority of any failure
  to so comply which failure has not been cured.  All reports and returns with
  respect to the Employee Benefit Plans required to be filed with any
  governmental authority, the failure to so timely file which could have a
  material adverse effect on the Company's business or its assets, have been
  timely filed.  Each Employee Benefit Plan that is a "group health plan" (as
  such term is defined in Section 5000(b)(1) of the Code) has been administered
  and operated in all respects in compliance with the applicable requirements of
  Sections 601 through 607 of ERISA and Section 4980B(f) of the Code ("COBRA"),
  and the Company is not subject to any liability for such noncompliance,
  including, but not limited to, additional contributions, fines, penalties or
  loss of tax deduction as a result of such administration and operation.  The
  Company does not maintain any Employee Benefit Plan (whether qualified or
  nonqualified within the meaning of Section 401(a) of the Code) providing for
  retiree health and/or life benefits except as described in Section
  3.14(b)(ii).  There are no claims, appeals of claims (including litigation) or
  alleged fiduciary breaches involving any Employee Benefit Plan presently
  asserted or which may foreseeably be asserted with respect to benefits under
  any such Employee Benefit Plan.
       
       (e)  Documents Related to Employee Benefit Plans.  The Company has
  delivered or caused to be delivered to Purchaser true and complete copies of
  all material documents in connection with each Employee Benefit Plan,
  including, without limitation (where applicable), (i) the text of all Employee
  Benefit Plans as in effect on the date hereof, together with all amendments
  thereto; (ii) all current summary plan descriptions, summaries of material
  modifications and material communications; (iii) all current trust agreements,
  declarations of trust and other documents establishing other funding
  arrangements (and all amendments thereto and the latest financial statements
  thereof); (iv) Form 5500 for the most recent completed fiscal year for each
  Employee Benefit Plan which has been filed; (v) the most recently prepared
  financial statements; and (vi) all service provider agreements, insurance
  contracts, annuity contracts, investment management agreements, subscription
  agreements and recordkeeping agreements.
  
       (f)  Labor Organizations.  The Company is not party to any collective
  bargaining agreement with any labor union or similar organization, nor does
  Moore or DuPuis know of any such organization which represents or claims to
  represent, is currently soliciting union authorization cards from, or intends
  to organize any of the Company's employees.
  
       (g)  Restrictions on Employees.  Except as set forth on Schedule
  3.14(g), to the knowledge of Moore and DuPuis, no officer or employee of the
  Company is subject to any agreement with any other person or entity which
  requires such officer or employee to keep confidential any trade secrets,
  proprietary data, customer lists or other business information or which
  restricts such officer or employee from engaging in competitive activities or
  solicitation of customers.
  
       Section 3.15  Certain Contracts and Transactions.  The term "Material
  Contracts" shall mean all of the contracts, agreements, commitments or the
  like of the Company set forth on Schedules 3.15(a), (b), (c) and (d).
  
       (a)  Executory Contracts.  Schedule 3.15(a) hereto sets forth all
  existing executory material contracts, agreements and commitments of the
  Company of any kind or nature, including without limitation contracts,
  agreements and commitments which require the Company to make payments
  thereunder during the next 12 months from the date of this Agreement in excess
  of $25,000, except purchase orders in the ordinary course of business, and
  including without limitation all joint venture, partnership and participation
  agreements, license agreements, leases, notes or other evidence of indebted-
  ness, security agreements, mortgages, noncompetition agreements and powers of
  attorney, whether written or unwritten, and all material supply contracts.
  
       (b)  Contracts.  Except as set forth in Schedule 3.15(b) hereto or
  entered into between the date hereof and the Closing Date with Purchaser's
  prior consent, the Company is not party to any contract or agreement
  (including an option) entered into other than in the ordinary course of the
  Business.
  
       (c)  Interested Transactions.  Except as set forth in Schedule 3.15(c),
  the Company is not party to any contract, agreement, transaction,
  understanding or concession with any of the following persons, or in which any
  of the following persons have any direct or indirect interest (other than as a
  shareholder or employee of the Company): 
  
            (i)   any shareholder or any director or officer of the Company; 
  
            (ii)  any of the spouse, parents, siblings and children of any of
  the persons described in clause (i); or
  
            (iii) any corporation, trust, partnership or other entity in which
  any of the persons described in clauses (i) and (ii) have a beneficial
  interest (other than a corporation whose shares are publicly traded and in
  which such persons own beneficially in the aggregate no more than 2% of the
  equity interests).
  
       (d)  Guaranties.  Except as set forth on Schedule 3.15(d) hereto the
  Company is not a guarantor or otherwise liable for any liability or obligation
  (including indebtedness) of any other person.
  
       Section 3.16  Prospective Changes.  Except as set forth on Schedule 3.16
  hereto, the Company currently has a good relationship with all of its
  suppliers and major customers (for purposes of this Section 3.16, a major
  customer shall have accounted in 1994 or 1995 for greater than 5% of the
  Company's 1994 net sales); to the knowledge of Moore and DuPuis, there are no
  impending changes in the Business or the Company's assets, liabilities,
  relations with employees, competitive situation, relations with suppliers or
  major customers, or in any governmental actions or regulations affecting the
  Business, which, if they occur, could have a material adverse effect on the
  Company, the Business or the Assets, other than economic or regulatory changes
  generally known throughout the Company's industry as a whole and not unique to
  the Company's business; neither the Company or any of the Shareholders has any
  arrangements to provide discounts, rebates or other payments or concessions to
  any of the Company's suppliers or customers; neither Moore nor DuPuis has any
  knowledge of any supplier or major customer's considering or having grounds to
  consider terminating its business with the Company; neither Moore nor DuPuis
  has received since September 30, 1995 any correspondence from any supplier or
  major customer regarding any material potential or actual claims or disputes;
  Moore and DuPuis have no knowledge that any major customer is intending to
  materially reduce its volume of purchases from the Company from the volume
  purchased by such customer from the Company in 1995, or that any supplier is
  intending to restrict the availability of any of its products from that
  available or supplied to the Company in 1995.
  
       Section 3.17  No Material Misstatements or Omissions.  The
  representations and warranties of the Shareholders in this Agreement and the
  written information provided by the Company and the Shareholders to Purchaser
  do not contain any untrue statement of a material fact or omit to state any
  material fact necessary to make the statements made therein not misleading
  other than economic or regulatory changes generally known throughout the
  Company's industry as a whole and not unique to the Company's business.
  
       Section 3.18  Insurance.  The Company has fire and casualty insurance
  policies with extended coverage (subject to deductibles) sufficient to allow
  it to replace any of its properties or assets that might be damaged or
  destroyed.  Schedule 3.18 identifies all policies of insurance now in effect
  covering the Business and the assets and properties of the Company and all
  life insurance policies maintained by them.  The Company has delivered an
  accurate and complete copy of each of the policies listed on Schedule 3.18 to
  Purchaser.  The Company has not done anything by way of action or inaction
  that invalidates any of such policies in whole or in part. 
  
       Section 3.19  S Corporation Election.  The Company duly and validly made
  an election pursuant to Section 1362(a) of the Code and such election has not
  been terminated or revoked.  At all times from the year such election was made
  up to and including the date hereof, the Company has met all of the require-
  ments to be treated as an S Corporation within the meaning of Sections 1361 et
  seq. of the Code and shall continue to meet such requirements up to and
  including the Closing Date.  
  
                                 ARTICLE IV
                                      
                 REPRESENTATIONS AND WARRANTIES OF PURCHASER
  
       To induce the Shareholders to enter into this Agreement and to sell the
  Shares hereunder, Purchaser hereby represents and warrants that:
  
       Section 4.1  Corporate Organization and Authority.  Purchaser is a
  corporation duly organized and validly existing in good standing under the
  laws of the State of Delaware, with full corporate power and authority to
  conduct its business as now conducted and enter into and perform its obliga-
  tions under this Agreement, the Consulting and the Noncompetition Agreement
  and the Note (collectively, the "Transaction Documents").  Purchaser's
  execution, delivery and performance of the Transaction Documents and its
  acquisition of and payment for the Shares hereunder have been duly authorized
  by all requisite corporate action on the part of Purchaser, and the
  Transaction Documents constitute, and all agreements and other instruments and
  documents to be executed and delivered by Purchaser hereunder will constitute,
  Purchaser's legal, valid and binding obligations, enforceable against Pur-
  chaser in accordance with their terms.
  
       Section 4.2  Absence of Conflicts and Consent Requirements.  Purchaser's
  execution and delivery of the Transaction Documents and the performance of its
  obligations thereunder do not and will not conflict with, violate or result in
  any default under Purchaser's Certificate of Incorporation or Bylaws or any
  mortgage, indenture, agreement, instrument or other contract to which
  Purchaser is a party or by which Purchaser or its property is bound, nor will
  they violate any judgment, order, decree, law, statute, regulation or other
  judicial or governmental restriction to which Purchaser is subject. 
  Purchaser's execution and delivery of the Transaction Documents and
  performance of its obligations thereunder, including the purchase of and
  payment for the Shares, do not and will not require the consent of, or any
  prior filing with or notice to, any governmental authority or other third
  party.
  
       Section 4.3  Capitalization.  The authorized capital stock of Purchaser
  consists of 7,500,000 shares of Common Stock, divided into 5,000,000 shares of
  Class "A" Common Stock and 2,500,000 shares of Class "B" Common Stock, of
  which as of the date hereof 1,780,187 shares of Class "A" Common Stock are
  issued and outstanding, and 951,213 shares of Class "B" Common Stock are
  issued and outstanding; an aggregate of 120,000 shares of Class "A" Common
  Stock and 120,000 shares of Class "B" Common Stock are reserved for issuance
  pursuant to Purchaser's Non-Qualified Stock Option Plan.  Except as set forth
  above there is no security, option, warrant, right, call, subscription,
  agreement, commitment or understanding of any nature whatsoever, fixed or
  contingent, that directly or indirectly (a) calls for the issuance, sale,
  pledge or other disposition of any shares of capital stock of Purchaser or any
  securities convertible into, or other rights to acquire, any shares of capital
  stock of Purchaser or (b) obligates Purchaser to grant, offer or enter into
  any of the foregoing.
  
       Section 4.4  Purchaser Shares.  The shares of Purchaser's Class A Common
  Stock to be issued to Moore at the Closing ("Purchaser Shares"), when so
  issued and delivered, will be duly and validly authorized and issued, fully
  paid and non-assessable.  The offer, issue, sale and delivery of the Purchaser
  Shares under the circumstances contemplated by this Agreement will constitute
  exempt transactions under the Securities Act, and under any applicable state
  securities laws, and the registration thereunder of the Purchaser Shares is
  not required under the circumstances contemplated by this Agreement.
  
       Section 4.5  SEC Reports.  Purchaser has previously delivered or is
  herewith delivering to Moore its (a) Annual Reports on Form 10-K for the
  fiscal years ended July 31, 1993, July 30, 1994, and July 29, 1995, as filed
  with the Securities and Exchange Commission ("SEC"), (b) proxy statements
  relating to Purchaser's meetings of Shareholders during 1994 and 1995, and (c)
  periodic report on Form 10-Q for the fiscal quarter ended January 27, 1996, as
  filed with the SEC.  As of their respective dates, such reports and statements
  did not contain any untrue statement of a material fact or omit to state a
  material fact required to be stated therein or necessary to make the
  statements therein, in light of the circumstances under which they were made,
  not misleading.
  
       Section 4.6  Absence of Material Adverse Change.  Since July 29, 1995,
  there  has been no material adverse change in the business, assets, financial
  or other condition of Purchaser and there is no condition, development or
  contingency of any kind existing which, individually or in the aggregate, has
  a material adverse effect on Purchaser or any significant subsidiary of
  Purchaser.
  
       Section 4.7  Pending or Threatened Litigation.  Except as set forth on
  Schedule 4.7, there are no material claims, actions, suits or other
  proceedings pending, or to the knowledge of Purchaser, threatened against
  Purchaser or any of its assets before any court, agency or other judicial,
  administrative or other governmental body or arbitrator.  
       
       Section 4.8  Investment.  Purchaser is acquiring the Shares pursuant to
  this Agreement for its own account for investment and not with a view to, or
  for resale in connection with, any "distribution" thereof within the meaning
  of the Securities Act of 1933, as amended.
  Section 4.9  Securities Laws Requirements.  
  
       (a)  Purchaser understands (i) that the Shares have not been registered
  under the Securities Act of 1993, as amended, (the "1993 Act") in reliance
  upon an exemption from such registration because the sale to Purchaser is not
  in connection with a public offering, (ii) that Purchaser must continue to
  bear the economic risk of an investment in the Company for an indefinite time
  and (iii) that Purchaser is subject to substantial restrictions on the
  transfer of its Shares unless such transfer is registered under the 1933 Act
  or an exemption from such transfer is available;
  
       (b)  Purchaser understands (i) that the offer and sale of the Shares
  has not been registered under state Blue Sky laws in reliance on an exemption
  from such registration; (ii) that the Shares purchased by the Purchaser may
  not be resold unless such sale is registered under applicable Blue Sky laws in
  the state of sale or an exemption from such registration is available; and
  (iii) Purchaser further understands that the Company is not under any
  obligation to register any of the Shares under the Blue Sky laws in any state;
  and
  
       (c)  Purchaser is an "accredited investor," as such term is defined in
  Rule 501(a) of Regulation D under the 1993 Act.
    
                                        ARTICLE V
  
                             CERTAIN COVENANTS AND AGREEMENTS
  
       Section 5.1  Conduct Prior to Closing.  The Shareholders will exercise
  control over the Company to assure that the following covenants are met:
  
       (a)  Ordinary Course of Business.  Through the Closing Date, the
  Company will retain exclusive control of the Business and the employees of the
  Company; however, unless Purchaser consents otherwise, the Company (i) will
  conduct its business only in the ordinary course; (ii) will not make any
  expenditures or disbursements other than in the ordinary course or as
  permitted by clause (iii) or (iv) below; (iii) will not make any payments to
  the Shareholders or their affiliates, except for the payment of salary to
  Moore in the usual amount and normal rent to Moore and DuPuis under the Lease;
  and (iv) will not make any payments to attorneys, accountants, investment
  bankers or consultants or any payment with respect to fees or expenses
  incurred in connection with this transaction; (v) will dispose of any of its
  Inventory only in the ordinary course; (vi) will not dispose of any Assets
  (other than Inventory) or Real Property; and (vii) will not knowingly take any
  other action which would cause any representation or warranty made in Article
  II or III hereof to be incorrect in any material respect if such repre-
  sentation or warranty were made on any date from the date hereof through the
  Closing Date.
  
       (b)  Notice of Material Developments.  From the date hereof until the
  Closing, the Company and the Shareholders will give prompt written notice to
  Purchaser of any material development affecting the Assets, Liabilities,
  Business, Real Property or the Company's results of operations.  Each party
  hereto will give prompt written notice to the other parties of any material
  development affecting the ability of such party to consummate the transactions
  contemplated by this Agreement.  No disclosure by any party pursuant to this
  Section 5.1(b), however, shall be deemed to amend or supplement any schedule
  hereto or to prevent or cure any misrepresentation, breach of warranty or
  breach of covenant.
  
       (c)  Capital Stock.  Through the Closing Date, the Company shall not
  issue any capital stock, declare or pay any stock dividends, make any other
  distributions with respect to its capital stock or grant any options or rights
  to acquire any of its capital stock.
  
       (d)  Salary; Bonus; Directors' Fees.  Through the Closing Date, the
  Company shall not increase the salary or increase the bonus compensation pay-
  able to any employee of the Company (except wage increases in the normal
  course of business) and shall not increase the compensation or fees payable to
  any director of the Company. 
  
       (e)  Access.  Through the Closing Date, the Company shall, at
  reasonable times during normal business hours, give Purchaser and its agents,
  attorneys and representatives full access to such of its properties, books,
  records and documents as Purchaser may reasonably request; provided, however,
  that until the Closing, Purchaser shall not disclose and shall cause its
  agents, attorneys and representatives not to disclose to any other party any
  confidential data or information secured from the Company. 
  
       (f)  Insurance.  The risk of loss or damage to each Asset shall be that
  of the Company until the Closing Date.  Through the Closing Date, the Company
  shall, unless Purchaser otherwise consents, maintain in effect all of its
  current insurance policies.  In the event of any loss or damage to the Assets
  covered by such insurance policies, the Company, as the case may be, shall use
  the proceeds therefrom to repair or restore the damaged or lost Asset or pay
  such proceeds to Purchaser at Closing, as Purchaser may elect.
  
       (g)  Press Releases and Announcements.  Prior to and after the Closing
  Date, neither Purchaser, the Company nor the Shareholders shall disclose the
  Purchase Price or any other terms of this transaction without the prior
  written consent of the other parties hereto, except as such disclosure may be
  required by applicable law or is otherwise contemplated herein.
  
       (h)  Preservation of Business.  Through the Closing Date, the Company
  and the Shareholders will use their best efforts to (i) preserve the Company's
  present business organization intact, (ii) retain the services of the
  Company's present officers and employees, (iii) preserve the present rela-
  tionships of the Company with its customers, suppliers and other persons with
  whom it has business dealings, and (iv) preserve the good will of the
  Business.
  
       (i)  Necessary Consents and Other Actions.  The Company, the
  Shareholders and Purchaser shall use their best efforts to obtain such written
  consents, approvals, waivers and clearances as are necessary to consummate the
  transactions contemplated by this Agreement.  The Company, the Shareholders
  and Purchaser shall cooperate and use their respective best efforts to prepare
  all documentation, to effect all filings, to obtain all permits, consents,
  approvals and authorizations of all third parties and governmental authorities
  necessary to consummate the transactions contemplated by this Agreement, and
  to take all such other actions necessary to cause the transactions
  contemplated by this Agreement to be consummated as expeditiously as is
  reasonably practicable.  Without limiting the foregoing, the Shareholders
  agree that they will take all action necessary to ensure that all corporate
  approvals on behalf of the Company are obtained.
  
       (j)  Exclusivity.  The Company and the Shareholders shall refrain from,
  and shall cause the officers, employees and agents of the Shareholders and the
  Company to refrain from, directly or indirectly, soliciting, encouraging,
  initiating or engaging in any discussions with, providing any information to,
  or considering any proposal from any corporation, partnership or other entity
  or group (including without limitation parties who have previously expressed
  an interest in the Company), other than Purchaser, concerning any merger, sale
  of assets, sale of shares of capital stock, share exchange or similar
  transaction involving the Company (all such transactions are hereinafter
  referred to as "Acquisition Proposals").  The Shareholders will inform
  Purchaser promptly of any inquiry that they may receive regarding an Acquisi-
  tion Proposal.
  
       Section 5.2  Further Assurances.  The Shareholders and Purchaser each
  hereby covenants and agrees with the other that at any time and from time to
  time it or he will promptly execute and deliver to the other such further
  assurances, instruments and documents (including on the part of the
  Shareholders any and all assignments, certificates of title, powers of
  attorney and other documents or instruments of conveyance and transfer, as
  Purchaser may reasonably request, in order to vest in Purchaser title to the
  Shares, free and clear of all liens, charges, encumbrances and security
  interests whatsoever and take such further action as the other may reasonably
  request in order to carry out the full intent and purpose of this Agreement.  
  
       Section 5.3  Access to Records.  From and after the Closing Date, the
  Shareholders and Purchaser shall provide to one another, upon reasonable prior
  notice and during normal business hours, access to such respective books and
  records of the Company and Purchaser as may reasonably be required by the
  other such party for (a) the purpose of making any necessary tax filings
  and/or investigating and defending audit claims by any taxing authority and
  (b) such other proper purpose stated in such notice.
  
       Section 5.4  Fees and Expenses.  Purchaser shall bear its own expenses
  in connection with the negotiation and preparation of this Agreement and the
  consummation of the transactions contemplated hereby, including without
  limitation the fees and expenses of its counsel, accountants and consultants. 
  The Shareholders and the Company each shall bear their respective expenses in
  connection with the negotiation and preparation of this Agreement and the
  consummation of the transactions contemplated hereby, including without
  limitation the fees and expenses of their respective counsel, accountants,
  consultants and brokers to the Shareholders or the Company; provided, however,
  the separate fees and expenses to be paid by the Company, except any broker's
  fee claimed to be owing to BKD Financial L.L.C., shall be paid prior to the
  Closing Date.  The costs associated with the 1995 audit will be the
  responsibility of the Company and not of the Shareholders.
  Section 5.5  Brokers.  The Shareholders, on the one hand, and Purchaser,
  on the other hand, each represents and warrants to the other that no broker or
  finder has been involved or engaged by it in connection with the transactions
  contemplated hereby, other than the claim of BKD Financial L.L.C., which shall
  be the sole and exclusive responsibility of the Shareholders, and each hereby
  agrees to indemnify and save harmless the other from and against any and all
  broker's or finder's fees, commissions or similar charges incurred or alleged
  to have been incurred by the indemnifying party in connection with the trans-
  actions contemplated hereby and any and all loss, liability, cost or expense
  (including reasonable attorneys' fees) arising out of any claim that the
  indemnifying party or the Company incurred any such fees. 
  
       Section 5.6  Certain Tax Matters.  The parties acknowledge and agree
  that the status of the Company as an S corporation under Section 1361 of the
  Code will terminate as of the Closing Date due to the Company's ceasing to
  meet the eligibility requirements for continuing such status due to the
  acquisition of the Shares by Purchaser.  A notification of that termination
  shall be attached to the tax returns of the Company for the taxable year of
  the Company with respect to which the termination occurs.  The parties agree
  that the portion of the taxable year of the Company ending at the close of the
  day prior to the termination of the Company's S election shall be treated as a
  short taxable year for which the Company is an S corporation (the "S short
  year") and that the portion of the Company's taxable year beginning on the day
  the termination is effective shall be treated as a short taxable year for
  which the Company is a C corporation (the "C short year").  The parties
  further agree that all items of income, gain, loss, deduction and credit of
  the Company shall be assigned to the S short year and the C short year,
  respectively, based on a closing of the books of the Company as of the end of
  the S short year rather than based on a pro rata allocation of those items for
  the entire taxable year of the Company.  Such assignment shall be made on the
  basis of the Company's normal method of accounting as determined under Section
  446 of the Code and as otherwise shall be in accordance with the provisions of
  Section 1362 of the Code and the Regulations thereunder.  The parties agree
  that they shall cooperate with each other in preparing and filing any
  elections or other documentation necessary to effect a closing of the books of
   .the Company for these purposes in accordance herewith.  The parties agree
  that Moore shall prepare and file any and all tax returns required of the
  Company for the taxable year of the Company of which the S short year is a
  part and the Purchaser shall prepare and file any and all tax returns required
  of the Company for the taxable year of the Company of which C short year is a
  part, and all parties agree to include in taxable income each party's share of
  items of income, gain, loss, deduction and credit assigned to them, as
  applicable, under the above terms and provisions, with such filings being
  subject to the review by each party of the other's tax return for the
  respective portions of the tax year and each party's good faith consideration
  of the other party's reasonable requests and comments.  The parties agree to
  cooperate with one another and provide such information as any shall deem
  necessary or advisable in order to properly account for, and report for
  taxation, the operations of the Company during the taxable year of the Company
  of which the S short year and C short year are a part.  Further, the parties
  agree to cooperate with one another and their respective agents, including
  accounting firms and legal counsel, in connection with the preparation of tax
  returns and reports of the Company for the S short year and C short year,
  including, without limitation, making available all information, records and
  documents in their respective possession as applicable thereto.  The parties
  agree to make available, as reasonably requested, personnel responsible for
  preparing, maintaining and interpreting such information, records and
  documents.  The parties agree to keep confidential such information, records
  and documents, except as otherwise may be necessary in connection with the
  filing of tax returns and reports and dealing with refund claims, audits, tax
  claims and litigation related thereto.  
                                      
                                 ARTICLE VI
                                      
                                  CLOSING
  
       Section 6.1  Time and Place of Closing.  The consummation of the
  purchase and sale transaction contemplated hereby (the "Closing") shall be
  held at the offices of Kennedy Covington Lobdell & Hickman, L.L.P.,
  NationsBank Corporate Center, Suite 4200, 100 North Tryon Street, Charlotte,
  North Carolina, commencing at 9:00 A.M. eastern daylight saving time on or
  before April 30, 1996.  The date on which the Closing occurs is referred to
  herein as the "Closing Date."  At the Closing, subject to the fulfillment or
  waiver of the conditions set forth in this Article VI, the Shareholders shall
  transfer the Shares to Purchaser by appropriate instruments of transfer, and
  Purchaser shall pay to the Shareholders the Purchase Price in the manner
  provided in Section 1.2. 
  
       Section 6.2  Conditions to Purchaser's Obligations.  The obligations of
  Purchaser to complete the Closing are contingent upon the fulfillment of each
  of the following conditions on or before the Closing Date, except to the
  extent that Purchaser may, in its absolute discretion, waive any one or more
  thereof in whole or in part:
  
       (a)  Bringdown.  The representations and warranties of the Shareholders
  set forth in this Agreement shall be true and correct in all material respects
  on the Closing Date with the same force and effect as though made on the
  Closing Date; all terms, covenants and conditions to be complied with and
  performed by the Shareholders under the Agreement on or before the Closing
  Date shall have been duly complied with and duly performed in all material
  respects; and the Shareholders shall have delivered to Purchaser at Closing a
  certificate, dated the Closing Date, to such effect;
  
       (b)  Share Certificates.  Certificates for all of the Shares, together
  with all appropriate endorsements, stock powers and assurances, shall have
  been delivered to Purchaser in accordance with Section 1.3.
  
       (c)  No Material Adverse Change.  There shall not have been any
  material adverse change in the business, assets, financial or other condition
  of the Company; 
  
       (d)  No Adverse Proceedings.  No action, suit or proceeding before any
  court or any governmental or regulatory authority shall have been commenced,
  no investigation by any governmental or regulatory authority shall have been
  commenced, and no action, suit or proceeding by any governmental or regulatory
  authority shall have been threatened, against any of the parties to this
  Agreement, or any of the principals, officers or directors or any of them, or
  any of the Assets seeking to restrain, prevent or change the transactions
  contemplated hereby or questioning the validity or legality of any of such
  transactions or seeking damages in connection with any of such transactions;
  
       (e)  Legal Opinion.  There shall have been delivered to Purchaser the
  written legal opinion of Rodger N. Bowman, Esq., counsel to the Shareholders,
  dated the Closing Date, in substantially the form and to substantially the
  effect set forth as Exhibit A hereto;
  
       (f)  Other Assurances.  The Shareholders shall have delivered to
  Purchaser such other and further certificates, assurances and documents as
  Purchaser may reasonably request in order to evidence the accuracy of the
  Shareholders' representations and warranties, the performance of their cove-
  nants and agreements to be performed at or prior to the Closing, and the
  fulfillment of the conditions to Purchaser's obligations;
  
       (g)  Good Standing Certificates.  Purchaser shall have received a
  certificate of good standing of the Company from the State of Tennessee; 
  
       (h)  Certified Resolutions.  Purchaser shall have received certified
  resolutions of the Board of Directors of the Company, in form and substance
  reasonably satisfactory to Purchaser, authorizing the transactions contem-
  plated hereby, and all actions to be taken by the Company hereunder;
  
       (i)  Certified Charter Documents and Bylaws.  Purchaser shall have
  received certified copies of the Company's Articles of Incorporation and
  Bylaws.
  
       (j)  Consulting and Noncompetition Agreement.  Purchaser and DuPuis
  shall have entered into the Consulting and Noncompetition Agreement
  substantially in the Form of Exhibit B hereto (the "Noncompetition
  Agreement").
  
       (k)  Employment Agreements.  Each of the key employees of the Company
  listed on Schedule 6.2(k) shall have entered into employment agreements with
  the Company substantially in the form of Exhibit C hereto.
  
       (l)  Resignation of Directors and Officers; Release of Claims.  Each
  director and officer of the Company shall have resigned as such effective as
  of the Closing Date.  The Shareholders shall have each executed a release in a
  form reasonably satisfactory to Purchaser pursuant to which such Shareholder
  releases any and all claims it may have against the Company and its assets,
  including without limitation any claims for compensation, expense reimburse-
  ment, benefits or rent.  
  
       (m)  Releases.  The TransFinancial Pledge and the Capital Stock Plan
  Claim shall have been released to the Purchaser's full satisfaction.
  
       (n)  Consents and Terminations.  All consents identified in Items 1
  through 4 of Schedule 2.2 shall have been obtained and the agreements
  identified in Items 6 and 7 of Schedule 2.2 shall have been terminated, all to
  Purchaser's satisfaction.
  (o)  Due Diligence Review.  Purchaser shall have completed to its full
  satisfaction a review of the Company's business, operations, accounting,
  corporate proceedings, tax status and any matters raised in the Schedules to
  this Agreement and the results of such review shall be satisfactory to
  Purchaser in its sole discretion.
  
       Section 6.3  Conditions to the Shareholders' Obligations.  The obli-
  
  gations of the Shareholders to complete the Closing are contingent upon the
  fulfillment of each of the following conditions on or before the Closing Date,
  except to the extent that the Shareholders may, in their absolute discretion,
  waive any one or more thereof in whole or in part:
  
       (a)  Bringdown.  The representations and warranties of Purchaser set
  forth in this Agreement shall be true and correct in all material respects on
  the Closing Date with the same force and effect as though made on the Closing
  Date; all terms, covenants and conditions to be complied with and performed by
  Purchaser under this Agreement on or before the Closing Date shall have been
  duly complied with and duly performed in all material respects; and Purchaser
  shall have delivered to the Shareholders at Closing a certificate signed by an
  executive officer, dated the Closing Date, to such effect;
  
       (b)  Payment of Purchase Price.  Purchaser shall have paid to the
  Shareholders the Purchase Price; 
  
       (c)  No Adverse Proceedings.  No action, suit or proceeding before any
  court or any governmental or regulatory authority shall have been commenced,
  no investigation by any governmental or regulatory authority shall have been
  commenced, and no action, suit or proceeding by any governmental or regulatory
  authority shall have been threatened, against any of the parties to this
  Agreement, or any of the principals, officers or directors or any of them, or
  any of the Assets, seeking to restrain, prevent or change the transactions
  contemplated hereunder or questioning the validity or legality of any of such
  transactions or seeking damages in connection with any of such transactions;
  
       (d)  Other Assurances.  Purchaser shall have delivered to the
  Shareholders such other and further certificates, assurances and documents as
  the Shareholders may reasonably request in order to evidence the accuracy of
  Purchaser's representations and warranties, the performance of its covenants
  and agreements to be performed at or prior to the Closing, and the fulfillment
  of the conditions to the Shareholders' obligations;
  
       (e)  Good Standing Certificates.  The Shareholders shall have received
  a good standing certificate from the State of Delaware and a certificate from
  the Secretary of State of North Carolina that Purchaser is qualified to do
  business in North Carolina; 
  
       (f)  Certified Resolutions.  The Shareholders shall have received
  certified resolutions of the Board of Directors of Purchaser, in form and
  substance reasonably satisfactory to the Shareholders, authorizing Purchaser's
  execution, delivery and performance of this Agreement, the transactions
  contemplated hereby and thereby, and all actions to be taken by Purchaser
  hereunder and thereunder;
  (g)  Consulting and Noncompetition Agreement.  Purchaser and DuPuis
  shall have entered into the Consulting and Noncompetition Agreement.  
  
                                   ARTICLE VII
  
                                  INDEMNIFICATION
  
       Section 7.1  Indemnification by Shareholders.  
       
       (a)  Indemnification.  Moore and DuPuis shall, jointly and severally,
  indemnify and hold harmless Purchaser, its successors and assigns, from and
  against any and all liabilities, losses, damages, actions, suits, proceedings,
  claims, demands, assessments, fines, penalties, judgments, fees, costs and
  expenses (including reasonable accountants' and attorneys' fees), of every
  nature and character, to the extent not covered by insurance, (hereinafter
  referred to as a "Loss" or "Losses"), which Purchaser, its successors and
  assigns, or any one or more of them, may sustain or incur, directly or
  indirectly, arising out of or incident to or by reason of any of the follow-
  ing:
  
           (i)   The falsity or incorrectness of any representation or
           warranty made by Moore and DuPuis in this Agreement or any breach
           of any representation or warranty or of any covenant to be per-
           formed by or on the part of any of the Shareholders under this
           Agreement or any document, certificate, or other agreement or
           instrument entered into, furnished or to be furnished by the
           Company or any of the Shareholders pursuant to this Agreement;
           provided, that neither Moore nor DuPuis shall be liable for the
           falsity or incorrectness of any representation or warranty
           identified in Schedule 7(1)(a) hereto unless he knew of such
           falsity or incorrectness at the Closing Date.
  
           (ii)       Any levy or other claim by any third party against or with
           respect to the Shares or any other claim by any third party against
           Purchaser or the Company, including any claim by BKD Financial
           L.L.C., arising out of any act or omission or alleged act or
           omission of the Company or any of the Shareholders prior to the
           Closing; provided, that neither Moore nor DuPuis shall be liable
           for the falsity or incorrectness of any representation or warranty
           identified in Schedule 7(1)(a) hereto unless he knew of such
           falsity or incorrectness at the Closing Date.
       
       (b)  Indemnification by Glover.  Glover shall indemnify and hold harm-
  less Purchaser, its successors and assigns, from and against any and all
  liabilities, losses, damages, actions, suits, proceedings, claims, demands,
  assessments, fines, penalties, judgments, fees, costs and expenses (including
  reasonable accountants' and attorneys' fees), of every nature and character
  (hereinafter referred to as a "Loss" or "Losses"), which Purchaser, its
  successors and assigns, or any one or more of them, may sustain or incur,
  directly or indirectly, arising out of or incident to or by reason of the
  falsity or incorrectness of any representation or warranty made by Glover with
  respect to himself or his Shares in Sections 2.1, 2.2 and 2.3 above or any
  breach of any such representation or warranty, or his breach of any covenant
  to be performed by him under this Agreement or any document, certificate, or
  other agreement or instrument entered into, furnished or to be furnished by
  him.
  
       (c)  Notice.  If any matter shall arise which may involve or give rise
  to a claim by Purchaser against the Shareholders, or any one or more of them,
  under the provisions of this Section 7.1 (an "Indemnity Claim"), Purchaser
  shall give prompt notice thereof to such Shareholder at the address provided
  in Section 8.8 stating the general nature of the Indemnity Claim and shall
  thereafter give prompt notice of any change therein.
  
       (d)  Third Party Claim.  If the Indemnity Claim involves any claim made
  by any third party against Purchaser, the Company or the Shares (a "Third
  Party Claim"), then within 60 days of such original notice of such Indemnity
  Claim, the Shareholders, may elect (by written notice to Purchaser) to assume
  the defense of such Third Party Claim.  If a Shareholder so elects to assume
  such defense, then (i) Purchaser shall not enter into any settlement of such
  Third Party Claim without the consent of such Shareholder, which consent shall
  not be unreasonably withheld, and (ii) such Shareholder agrees to cooperate
  with Purchaser in connection with such defense and to permit Purchaser to
  participate therein; provided, however, that Shareholder shall not be liable
  to Purchaser under the provisions hereof for any legal or other expenses
  incurred by Purchaser in connection with Purchaser's participation in the
  defense of such Third Party Claim after a shareholder has elected to assume
  the defense thereof.  In the event that such Shareholder shall assume the
  defense of a Third Party Claim and so long as such Third Party Claim is being
  contested in good faith, then such Shareholder shall not be required to pay or
  discharge such Third Party Claim except to the extent that the failure to so
  pay or discharge such Third Party Claim during the period of such contest may
  result in (i) a forfeiture of, or the imposition of any lien or charge upon,
  any of the assets of Purchaser or the Shares or (ii) an interruption in, or
  material adverse effect upon, the operation of Purchaser's business, in either
  of which cases such Shareholder, shall either (A) pay or discharge the Third
  Party Claim to such extent or (B) provide the Purchaser with a bond with sure-
  ty(ies) reasonably acceptable to Purchaser which will adequately compensate
  the Purchaser for any loss resulting from the failure to so pay or discharge
  such Third Party Claim.
  
       Any notice or consent to be given by Moore or Glover under this subpara-
  graph (c) shall be deemed to have been duly authorized if given by Moore.
  
       (e)  Continued Liability for Indemnity Claims.  The liability of the
  Shareholders hereunder with respect to each Indemnity Claim shall continue, if
  presented within the applicable time period provided in Section 8.5, for so
  long as such Indemnity Claim may be made under and, with respect to any such
  Indemnity Claim made, thereafter until such Shareholders' liability therefor
  is finally determined and satisfied, whether by payment in full or otherwise. 
  
       (f)  Deductible Losses.  The Shareholder shall not have any liability
  for any Loss otherwise indemnifiable under this Article VII to the extent of
  the first $25,000, on a cumulative aggregate basis, of Losses otherwise
  indemnifiable hereunder.  
  
       Section 7.2 Set Off.  
  
       (a)  Right to Set Off. In addition to Purchaser's right of
  indemnification hereunder, it is understood and agreed by the Shareholders
  that at any time after the Closing Date, Purchaser may set-off any unpaid
  amounts owed it by any of them pursuant to this Agreement (whether under
  Section 7.1 or another provision hereof, including without limitation Sections
  1.8 and 3.7(d)) against amounts due and payable to any such Shareholder
  pursuant to the Note or the Consulting and Noncompetition Agreement (the
  "Instruments") or pursuant to Section 1.5 of this Agreement.  In addition, in
  the event the amounts to be set-off by Purchaser exceed the amount then
  payable under the Instruments, the Shareholders shall,  jointly and severally,
  be obligated to pay Purchaser the amount of such excess (with interest thereon
  as provided in this Agreement) within five (5) business days after demand for
  payment by Purchaser. 
  
       (b)  Set Off Procedure.  With respect to Purchaser's right to set off
  amounts due under Section 1.10 of this Agreement and under the Instruments, in
  the event Purchaser asserts an Indemnity Claim in writing under this Section
  7.1, the Purchaser shall notify Moore, or, as appropriate, DuPuis, setting
  forth its then good faith estimate of the reasonably foreseeable maximum
  amount of its claim for indemnification (the "Indemnity Notice").  If either
  Moore or DuPuis objects to an Indemnity Claim, he shall provide Purchaser a
  notice in writing setting forth in reasonable detail the basis for such
  dispute within five (5) business days of his receipt of the Indemnity Notice. 
  In the event Moore or DuPuis disputes part of, but not all of, an Indemnity
  Claim, then, to the extent applicable, he shall so indicate in his notice.  To
  the extent that Moore or DuPuis does not dispute all or any part of any
  Indemnity Claim, Purchaser may set off the undisputed amount against the next
  regularly scheduled payment to Moore or DuPuis under the Noncompetition
  Agreement or, to the extent not already set off, any payment due under Section
  1.5 hereof.  In the event Moore or DuPuis disputes all or any part of an
  Indemnity Claim, Purchaser shall not set off any such disputed amount until
  (i) all differences shall have been resolved by agreement or (ii) ten business
  days after the entry of an order, judgment or decree of a court of competent
  jurisdiction, or final arbitration award, adjudicating and declaring the
  respective rights of the adverse claimants.  
  
       Section 7.3  Indemnification by Purchaser.  The Purchaser shall
  indemnify and hold harmless the Shareholders, their successors and assigns,
  from and against any and all liabilities, losses, damages, actions, suits,
  proceedings, claims, demands, assessments, fines, penalties, judgments, fees,
  costs and expenses (including reasonable accountants' and attorneys' fees) of
  every nature and character which the Shareholders, their successors and
  assigns, or any one or more of them, may sustain or incur, directly or
  indirectly, arising out of or incident to or by reason of the falsity or
  incorrectness of any representation or warranty made by Purchaser in this
  Agreement or any breach of any representation, warranty or covenant to be
  performed by or on the part of Purchaser under this Agreement or any document,
  certificate, or other agreement or instrument entered into, furnished or to be
  furnished by Purchaser pursuant to this Agreement and any payment required to
  be made by Purchaser hereunder shall be made within five (5) business days
  after demand for payment by the Shareholders.  
  
                                ARTICLE VIII
                                      
                                MISCELLANEOUS
  
       Section 8.1  Merger Clause.  This Agreement contains the final, complete
  and exclusive statement of the agreement between the parties with respect to
  the transactions contemplated herein and all prior or contemporaneous written
  or oral agreements with respect to the subject matter hereof are merged
  herein.
  
       Section 8.2  Termination.
  
       (a)       Purchaser may terminate this Agreement without liability and
  without waiving any of its rights at law or in equity by giving written notice
  to the Shareholders at any time prior to the Closing (i) in the event any of
  the Shareholders or any of them is in material breach of any representation,
  warranty or covenant contained in this Agreement or (ii) if the Closing shall
  not have occurred on or before April 30, 1996 by reason of the failure of any
  of the Shareholders to satisfy any condition under Section 6.2 hereof (unless
  the failure results primarily from Purchaser's breaching any representation,
  warranty or covenant contained in this Agreement).
  
       (b)       The Shareholders may terminate this Agreement without liability
  and without waiving any of their rights at law or in equity under this
  Agreement by giving written notice to Purchaser at any time prior to Closing
  (i) in the event Purchaser is in material breach of any representation,
  warranty or covenant contained in this Agreement or (ii) if the Closing shall
  not have occurred on or before April 30, by reason of the failure of Purchaser
  to satisfy any condition under Section 6.3 hereof (unless the failure results
  primarily from any of the Shareholders' breaching any representation, warranty
  or covenant contained in this Agreement).
  
       (c)  If this Agreement is terminated prior to the Closing pursuant to
  subsection (a) or (b) above, Purchaser, on the one hand, and the Shareholders,
  on the other, shall promptly deliver to the other party any and all documents
  and other materials obtained from such other party or produced by Purchaser or
  the Company and the Shareholders, as the case may be, and containing any
  confidential information of such other party, together with any and all copies
  thereof.
  
       Section 8.3  Certain Definitions.  For purposes of this Agreement:
  
       (a) "Assets" shall mean all of the assets of the Company,  including
  without limitation all of the following items listed in subparagraphs (i) -
  (xi) of this Section 8.3(a): 
  
            (i)  all of the Company's inventory, raw materials, work in
  process and finished goods (collectively, the "Inventory"), including the
  proceeds therefrom;
  (ii)  all rights, title and interest of the Company under all
  contracts, agreements, understandings and commitments whatsoever relating to
  the Business, including all rights of refund and offset, all privileges,
  deposits, claims, causes of action and options relating or pertaining thereto
  ("Contracts");
  
            (iii)  all customer deposits on current contracts; 
  
            (iv)  all prepaid expenses, unearned insurance premiums, rental
  credits, deferred costs and expenses, and all other items of the type
  classified as "current assets" in accordance with GAAP; 
  
            (v)  all fixtures, machinery and equipment, computers, pollution
  abatement equipment, office equipment and supplies, other supplies, furniture,
  parts and other tangible personal property owned or used (whether or not cur-
  rently used) by the Company in the conduct of the Business, whether located at
  the Company's premises elsewhere, and any additions or accessions thereto or
  substitutions therefor or proceeds thereof (the "Equipment"); 
       
            (vi)  all real property and interests in real property and build-
  ings, structures and improvements thereon (including all easements, rights-of-
  way, water rights, tenements, hereditaments, appurtenances, fixtures and other
  real property rights appertaining thereto) owned by the Company and more
  particularly described in Exhibit D attached hereto (the "Real Property").
                 
            (vii)  (A) all rights of the Company in the names and any
  trademarks or service marks in connection therewith and the goodwill of the
  business in connection therewith (the "Names"), (B) all other trade names,
  trademarks, service marks, copyrights, patents, and registrations thereof or
  applications therefor, and trade secrets, secret processes, customer lists,
  inventions, formulae, computer programs and software (along with license
  rights pertaining thereto), and other intellectual property belonging to, used
  in or appertaining to Seller's business, and the goodwill of the business in
  connection therewith (together with the Names, the "Intangible Property"), and
  (C) all other goodwill and going concern value of the Business;
  
            (viii)  all of the Company's books, records, papers and instru-
  ments of whatever nature and wherever located, whether stored in or readable
  or accessible by computer or otherwise, that relate to the Business or Assets
  or that are required or necessary in order for Purchaser to conduct the
  Business from and after the Closing Date in the manner in which it is
  presently being conducted, corporate minute books, stock records, income tax
  records and all other records of the Company;
  
            (ix)  all accounts receivable, proceeds related to Assets other
  than Inventory or rebates due from any supplier, distributor or other entity,
  but exclusive of the Inter-Company Receivables (the "Receivables");
       
            (x)  all of the Company's federal, state and local permits,
  authorizations, certificates, approvals, registrations, variances, exceptions,
  franchises, grants and licenses of every kind and character required for the
  conduct of its business; and 
  
            (xi) all cash on deposit and all cash on hand and in petty cash
  funds. 
  
       (b)  "Fair Market Value" of Purchaser's Class A Common Stock shall mean
  the average of the daily closing prices reported by the American Stock
  Exchange during the prior 30 trading days, with trading days in which no
  trades of Purchaser's Class A Common stock were reported being excluded from
  the calculation.
  
       (c) "Interest Rate" shall mean a rate of six percent (6%) per annum.
  
       (d)  "Lease" shall mean that certain lease agreement between the
  Company and Moore and DuPuis dated March  __, 1996, covering the Clarksville
  office building occupied by the Company.
  
       (e)  "Liability" shall mean any liability or obligation of any kind or
  nature of the Company, whether known or unknown, whether absolute or
  contingent, whether liquidated  or unliquidated, whether due or to become due;
  provided, however, "Liability" shall not include any cost or expense to be
  borne by the Shareholders under this Agreement, including without limitation
  those specified in Sections 5.4 and 5.5.
  
       (f)  "Taxes" means any federal, state, local or foreign income, gross
  receipt, license, payroll (including without limitation FICA and FUTA),
  employment, excise, severance, stamp, occupation, premium, windfall profits,
  environmental (including taxes under Sec. 59A of the Internal Revenue Code of
  1986, as amended), customs duties, capital stock, franchise, profits,
  withholding, social security (or similar), unemployment, disability, workers'
  compensation (including any assessments or reassessments of workers'
  compensation arrangements), real property, personal property, sales, use,
  transfer, registration, value added, alternative or add-on minimum, estimated,
  stamp or other tax of any kind whatsoever, including any interest, penalty, or
  addition thereto, whether disputed or not.
  
       Section 8.4  Parties in Interest.  Nothing in this Agreement, whether
  expressed or implied, is intended to confer any rights or remedies under or by
  reason of this Agreement on any persons other than the parties hereto and
  their respective successors and permitted assigns, nor is anything in this
  Agreement intended to relieve or discharge the obligations or liability of any
  third persons to any party to this Agreement, nor shall any provisions give
  any third persons any right of subrogation of action over or against any party
  to this Agreement. 
  
       Section 8.5  Survival of Representations and Covenants.  All of the
  representations, warranties, covenants and agreements of the Shareholders con-
  tained in this Agreement and given pursuant hereto shall survive the Closing
  and survive for a period of three years from the Closing Date except (a) those
  in Sections 2.1 and 2.2, to the extent they relate to title to Shares, which
  shall survive in perpetuity, (b) those with respect to environmental matters,
  which shall survive for a period of five years from the Closing Date, and (c)
  those with respect to tax matters, which shall survive until the expiration of
  the applicable statutes of limitation subject to any extensions thereof.  All
  of the representations, warranties, covenants, and agreements of Purchaser
  contained in this Agreement and given pursuant hereto shall survive the
  Closing for a period of five (5) years from the Closing Date.    
  
       Section 8.6  Amendments; Waivers.  No change, amendment, qualification
  cancellation or waivers hereof shall be effective unless in writing and
  executed by Purchaser and by or on behalf of the Shareholders. 
  
       Section 8.7  Benefits and Binding Effect.  This Agreement shall be
  binding upon and shall inure to the benefit of the parties hereto and their
  respective successors and assigns.
  
       Section 8.8  Notices.  All notices, requests, consents, approvals,
  demands, waivers or other communications hereunder shall be in writing and
  sent by (a) personal delivery, (b) certified or registered mail, postage
  prepaid or (c) overnight courier, to the parties at the following addresses or
  such other addresses as may be designated in writing by the respective
  parties:
  
                 (i)  as to Moore or Glover:
                      Kenneth O. Moore
                      412 Savannah Trace Drive
                      Clarksville, Tennessee  37040
                      
                      copy to:
                      Rodger N. Bowman, Esq.
                      P. O. Box 1404
                      Clarksville, Tennessee  37041-1404
  
                 (ii) as to DuPuis:
                      Walter A. DuPuis
                      200 Ussery Road
                      Clarksville, Tennessee  37043
                      
                 (iii)as to the Company: 
                      American West Trading Company
                      1751 Jardco Drive
                      Clarksville, Tennessee 37040
                      
                      copy to:
                      Rodger N. Bowman, Esq.
                      P. O. Box 1404
                      Clarksville, Tennessee 37041-1404
            
                 (iv) as to Purchaser:
                      McRae Industries, Inc. 
                      402 North Main Street 
                      Mount Gilead, North Carolina  27306
                      Attention:  President
  copy to:
                      Clarence W. Walker, Esq.
                      Kennedy Covington Lobdell & Hickman, L.L.P.
                      NationsBank Corporate Center
                      100 North Tryon Street, Suite 4200
                      Charlotte, North Carolina  28202-4006
  
       Notices shall be deemed effective upon receipt in the case of personal
  delivery or via overnight courier or three business days after the date of
  mailing.
                                      
       Section 8.9  Captions.  The captions herein are for convenience of
   reference only and shall not be construed as a part of this Agreement.
                                      
       Section 8.10 Calendar versus Business Days.  References in this Agreement
   to time periods in terms of a certain number of days shall mean calendar days
             unless expressly stated herein to be business days.
                                      
       Section 8.11 Governing Law.  This Agreement shall be construed, 
  interpreted, enforced and governed by and under the laws of the State of
  North Carolina.
                                      
       Section 8.12  Schedules and Exhibits.  All of the Schedules and Exhibits
   hereto referred to in this Agreement are hereby incorporated herein by
  reference and shall be deemed and construed to be a part of this Agreement for
                                all purposes.
                                      
       Section 8.13  Shareholders Guarantees.  DuPuis and Moore, individually,
     jointly, and with their spouses, have been required to guaranty the
  performance of the company on certain Notes, (see Schedule 8.13).  Purchaser
  shall give its best effort to have Moore, DuPuis, and their spouses released
          from the personal guaranties as set out in Schedule 8.13.
                                      
       Section 8.14  Severability.  The invalidity or unenforceability of any one
   or more phrases, sentences, clauses or provisions of this Agreement shall not
   affect the validity or enforceability of the remaining portions of this
                       Agreement or any part thereof.
                                      
       Section 8.15  Counterparts.  This Agreement may be executed in any number
   of counterparts, all of which shall constitute one and the same instrument.
                                      
                 *              *               *
  IN WITNESS WHEREOF, this Agreement has been duly executed
   by the Shareholders and Purchaser, as of the day and year first above written.
                                      
                                      
                                      
                                      
                           /s/ Kenneth O. Moore              
                           Kenneth O. Moore
  
                                      
                           /s/ Walter A. Dupuis              
                           Walter A. DuPuis 
  
                                      
                           /s/ William L. Glover             
                           William L. Glover 
  
                                                     
  
                               MCRAE INDUSTRIES, INC. 
  
                                      
                                      
                               By:/s/ Branson J. McRae            
                               Branson J. McRae, President
  INDEX OF EXHIBITS AND SCHEDULES
                                      
            Exhibit             Description
  
               A           Opinion of Rodger N. Bowman, Esq. 
               B           Consulting and Non-Competition Agreement
               C           Employment Agreement
               D           Real Property Description
  
            Schedule       Description
            
            2.2            Conflicts; Required Consents
            3.2            Subsidiaries
            3.3            Consent Requirements 
            3.5            Additional Disclosed Liabilities
            3.6            Certain Changes
            3.7(a)              Real Estate Encumbrances
            3.7(b)              Equipment Encumbrances
            3.7(c)              Inventory Encumbrances
            3.7(e)              Intangible Property
            3.7(f)              Consents
            3.8(b)              Environmental
            3.9            Leased Property
            3.10           Capital Expenditures 
            3.11(a)        Litigation
            3.11(b)        Loss Contingencies
            3.12(b)        Investigations
            3.12(e)        Licenses
            3.13(d)        Tax Audits
            3.14(a)        Employment and Service-Related Agreements
            3.14(b)        Employees Over $25,000
            3.14(c)        Pension Plans
            3.14(g)        Restrictions on Employees
            3.15(a)        Executory Contracts
            3.15(b)        Company Contracts Not in the Ordinary 
                               Course of Business
            3.15(c)        Interested Transactions
            3.15(d)        Company Guaranties
            3.16           Prospective Changes
            3.18           Insurance
            4.7            Purchaser - Litigation
            6.2(k)              Key Employees
            7.1(a)              Limitations on Indemnification
            8.13           Shareholders' Guarantees
  EXHIBIT A
  
                                March 28, 1996
  
  McRae Industries, Inc.
  402 North Main Street
  Mount Gilead, NC 27306
  
  Dear Gentleman:
  
  I have served as counsel for Walter A. DuPuis, Kenneth O. Moore, and William
  Glover (collectively, the "Shareholders"), in connection with the purchase by
  McRae Industries, Inc., a Delaware corporation ("Purchaser"), of all
  outstanding shares (the "Shares") of the Common Stock of American West Trading
  Company, a Tennessee corporation (the "Company"), pursuant to the Stock
  Purchase Agreement dated as of March ___, 1996, (the "Agreement"), by and
  between the Shareholders and Purchaser and with respect to all documents in
  connection therewith, including the Consulting and Non-Competition Agreement,
  and all stock powers, assignments, agreements and other instruments and
  documents delivered in connection therewith (the foregoing documents, together
  with the Agreement, being referred to herein as "Transaction Documents"). 
  Unless otherwise defined herein, capitalized terms used herein shall have the
  meanings ascribed to them in the Agreement,
  
  In connection with the opinions expressed herein, I have examined originals,
  or copies certified to my satisfaction, of the Transaction Documents, the
  Articles of Incorporation and By-Laws, including all amendments thereto, and
  corporate records of the Company, the instruments of assignment, transfer and
  conveyance referred to in paragraphs numbered 10 and 11 below, and such other
  documents and consents, instruments, opinions and certifications of persons as
  I have deemed necessary for the purpose of rendering the opinions hereinafter
  set forth.
  
  In such examinations, I have assumed the genuineness of all signatures of
  individuals, the personal legal capacity of all individual signatures, the
  authenticity of all documents submitted to us as originals, the conformity to
  original documents of all documents submitted to me as certified, conformed or
  photostatic copies and the authenticity of the originals of such copies.  As
  to various questions of fact material to the opinions expressed herein, I have
  relied upon certificates provided and statements made to me by the
  Shareholders and the company, and the representations and warranties of the
  Shareholders and the Company set forth in the Agreement.  Nothing has come to
  my attention in the course of my representation of the company and the
  Shareholders that would cause me to believe that such assumptions are
  unwarranted.
  
  In rendering the opinions expressed herein, I have further assumed that (i)
  the Purchaser has all requisite power and authority to enter into and perform
  its obligations under the Transaction Documents, (ii) the Transaction
  Documents have been duly authorized, executed and delivered by the Purchaser,
  and (iii) the Transaction Documents constitute the Purchaser's legal, valid,
  binding and enforceable obligation.
  Based upon my examination of the aforementioned documents and subject to the
  assumptions, limitations, qualifications and exceptions set forth herein, I am
  of the opinion that:
  
  1 . The Company is a corporation duly organized, validly existing and in good
  standing under the laws of the State of Tennessee.  Insofar as known to me,
  the Company and the Shareholders have complied with all federal, state and
  local laws, rules and regulations applicable to the operations and conduct of
  the Business which might affect adversely any of the Assets or Purchaser's
  ability to operate the Business after the Closing Date.
  
  2.   The Company is duly qualified to do business and is in good standing as
  a foreign corporation in                     , which to my knowledge are the
  only jurisdictions where qualification as a foreign corporation is required,
  except where the failure to be qualified and in good standing would not have a
  material adverse effect on the Business or the Assets, or the operations or
  financial condition of the Company.
  
  3.   The authorized capital stock of the Company consists of 775,000 shares
  of Common Stock without par value (the "Common Stock").  The Shares,
  consisting of 400,000 shares of Common Stock, constitute all of the issued and
  outstanding shares of capital stock of the Company.  All of the Shares have
  been validly authorized and issued, are held of record as described in Section
  3.4 of the Agreement, are fully paid and nonassessable, and were issued free
  of any preemptive or similar contractual rights.
  
  4.   To my knowledge, there are no outstanding securities, options, warrants,
  rights, calls, subscriptions, agreements, conversions, exchange rights,
  commitments or understandings of any nature whatsoever, fixed or contingent,
  that directly or indirectly (a) call for the issuance, sale, pledge or other
  disposition of any shares of capital stock of the Company or any securities
  convertible into, or other rights to acquire, any such shares of capital
  stock, (b) obligate the Company to grant, offer or enter into any of the
  foregoing, (c) obligate the Company to repurchase, redeem or otherwise acquire
  any such capital stock, securities or rights, or (d) relate to the voting or
  control of such capital stock, securities or rights.
  
  5.   The Company has the corporate power and authority to own its assets and
  properties and to carry on the Business as now conducted and to make, execute,
  deliver and perform the Transaction Documents in accordance with their terms,
  and the Transaction Documents and all transactions contemplated thereunder
  have been duly authorized and approved by all necessary corporate actions of
  the Company.  The Shareholders have the power and authority to make, execute,
  deliver and perform the Transaction Documents in accordance with their terms.
  
  6.   The Transaction Documents have been duly and validly executed and
  delivered by the Shareholders, and on behalf of the Company by its authorized
  corporate officers, and constitute the valid and legally binding obligations
  of the Shareholders and the Company enforceable against them, subject to
  following qualifications and limitations:
  
       (a)  the enforceability of the Transaction Documents may be restricted,
            limited or delayed by bankruptcy, reorganization, insolvency,
            moratorium or similar laws affecting or relating to enforcement of
            creditors rights in general as from time to time in effect;
  
       (b)  the enforceability of the Transaction Documents is subject to
            general principles of equity and general standards of commercial
            reasonableness regardless of whether enforceability is considered
            in the preceding at law or in equity;
  
       (c)  I express no opinion as to any equitable remedy that a court may
            grant, impose or render; and
  
       (d)  I express no opinion as to the enforceability of any provision in
            the Agreement and the Consulting and Non-Competition Agreement
            that a course of dealing with a party, or the failure on the part
            of any party to exercise in whole or in part, a right or remedy
            provided to such party shall not constitute a waiver of such
            party's rights or remedies, nor a waiver of any event of default
            under such documents.
  
  7.   Neither the execution and delivery of the Transaction Documents by the
  Company or the Shareholders nor performance by them in compliance with its
  terms will result in a breach or violation of, or constitute a default under,
  the Company's Articles of Incorporation or By-Laws, or to my knowledge, any
  agreement, instrument, undertaking, governmental law, rule, order or
  regulation, or any other restriction or obligation, known to me which the
  Company or the Shareholders is a party or by which either of them or any of
  the Shares or the Assets are bound.
  
  8.   Except as disclosed in the Agreement (including the Schedules thereto),
  no consent, approval order or authorization of, or registration, declaration
  or filing with, any Tennessee or United States governmental authority or, to
  my knowledge, other person on the part of any of the Shareholders-or the
  Company is required in connection with the execution and delivery by each of
  them of the Transaction Documents, consummation by each of them of the
  transactions contemplated thereby, including without limitation the transfer
  of the Shares, or other compliance by each of them with, or performance under,
  the Transaction Documents.
  
  9.   Except as set forth in Schedule 3.11(a) to the Agreement, to my
  knowledge, (a) there is no claim, action, suit, litigation, investigation,
  inquiry, review or proceeding pending or threatened against or affecting the
  Company or any of its rights or properties, before or by any court,
  arbitrator, panel, agency or other governmental, administrative or judicial
  entity or which questions the validity of the Agreement or any action taken or
  to be taken by the Company or any Shareholder pursuant to the Agreement or in
  connection with the transactions contemplated thereby and (b) neither the
  Company nor any of the Shareholders is subject to any judgment, decree, writ,
  injunction or order of any governmental, administrative or judicial authority
  which (i) is binding upon or specifically affects the Company or the Business
  or its properties, (ii) is not of general application and (iii) individually
  or in the aggregate has a material adverse effect on the Business or the
  Assets, or the operations or condition (financial or otherwise) of the
  Company, taken as a whole.
  
  10.  Each Shareholder has full Power and authority to assign, transfer and
  deliver the Shares to Purchaser as provided for in the Agreement.  The
  instruments of assignment, transfer and conveyance from the Shareholders to
  Purchaser are their Valid acts and deeds, effectively vesting in Purchaser all
  of each Shareholder's interest in the Shares, and all other rights and
  Shareholders to be transferred, assigned and conveyed to Purchaser with
  respect to the shares thereunder.
  
  11.  The Shareholders, by reason of their delivery at the Closing of
  certificates representing the Shares, in the forms required to be delivered by
  Section 1.3 of the Agreement, will transfer to the Purchaser valid and
  marketable title to the Shares, which will be free and clear of any liens,
  encumbrances, security interests or claims, other than liens, encumbrances,
  security interests or claims known to the Purchaser.
  
  The opinions expressed above are subject to the following assumptions,
  limitations, qualifications
  and exceptions:
  
  1 .     My opinions are limited to matters expressly stated herein and no
  opinion is inferred or may be implied beyond the matters expressly stated.
  
  2.   The opinions expressed herein are as of the date hereof and I undertake
  no obligation to advise you of any changes in applicable law or any other
  matters that may come to our attention after the date hereof that may affect
  our opinions expressed herein.
  
  3.   1 express no opinion herein concerning any laws other than the laws of
  the State of Tennessee and the federal laws of the United States.  I note that
  the Agreement provides that it is to be governed by North Carolina law, and I
  have assumed that there is no difference in such laws that would affect the
  opinions set forth in this letter.
  
  4.   Opinions or statements herein given "to my knowledge" and the factual
  matters on which I have relied in giving my opinions herein (except for my
  opinions as to corporate matters that I have given in reliance upon my
  investigation of the minute books of the Company) are based upon (a)
  information coming to my attention with no duty of further investigation or
  inquiry, and (b)  the representations and warranties of the Shareholders
  contained in the Agreement.
  
  This opinion is rendered pursuant to your request, is intended solely for your
  use in connection with the transactions under the Agreement, and can be relied
  upon solely by you.  The opinion is not to be furnished or referred to any
  other party or to any governmental agency without my prior written consent.
  
                                          Yours very truly,
  
                                                                   
                                          Rodger N. Bowman
  
  PC:  File
       Ken Moore 
       Gus DuPuis 
       Bill Glover
  EXHIBIT B
  
                  CONSULTING AND NON-COMPETITION AGREEMENT
  
       THIS CONSULTING AND NONCOMPETITION AGREEMENT, made as of the ____ day of
  April, 1996, between WALTER A. DUPUIS, residing at 200 Ussery Road, Clarksville,
  Tennessee ("Dupuis"), AMERICAN WEST TRADING COMPANY, a Tennessee corporation
   (the"Company"), and MCRAE INDUSTRIES, INC., a Delaware corporation
   (the "Purchaser"),
  
                                 WITNESSETH:
  
       WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of
  March __, 1996, between all of the shareholders of the Company (the
  "Shareholders"), the Company and the Purchaser (the "Stock Purchase Agreement"),
  concurrently with the execution and delivery hereof the Shareholders will
  transfer to the Purchaser and Purchaser will buy from the Shareholders, all of
  the outstanding Common Stock (the "Shares"), of the Company; and
  
       WHEREAS, DuPuis is the holder of record and beneficial owner of 47.5 % of
  the Shares and is a director and former officer of the Company; and
  
       WHEREAS, under the Stock Purchase Agreement it is a condition precedent to
  the obligation of Purchaser to consummate the transactions contemplated thereby
  that DuPuis shall have executed and delivered to Purchaser a consulting and non-
  competition agreement substantially in the form of this Agreement; and
   
       WHEREAS, Purchaser has informed the Company and the Shareholders that it
  will not consummate the transactions contemplated by the Stock Purchase
  Agreement unless the aforesaid condition precedent has been fulfilled; and
  
       WHEREAS, it is a benefit to, and in the best interests of, DuPuis that the
  transactions contemplated by the Stock Purchase Agreement be consummated, and in
  order to induce Purchaser to proceed with the sale, DuPuis is willing to make
  the covenants and agreements herein set forth;
  
       NOW, THEREFORE, in consideration of the premises and other good and
  valuable consideration, the receipt and sufficiency of which are hereby
  acknowledged, DuPuis hereby covenants and agrees with the Company and Purchaser
  as follows:
  
       1.        Consulting Services.  DuPuis agrees to perform consulting
            services for the Company as an independent contractor and not as the
            Company's agent, and nothing herein shall restrict DuPuis in
            exercising complete and independent control over the performance of
            such consulting services.  DuPuis is not authorized by the Company,
            and DuPuis agrees not to hold himself out as authorized by the
            Company, to enter into any agreement in the Company's name or on
            behalf of the Company, or otherwise to bind the Company in any way
            except in each instance upon the Company's prior specific
            authorization.
  DuPuis' obligations hereunder (i) shall commence on the date hereof, and 
  shall continue until April 30, 1998 (the "Consulting Period").  DuPuis shall
  hold himself available to perform, and upon the Company's instructions shall
  perform, such consulting services relating to the business of the Company as the
  Company shall request, and DuPuis further agrees to perform such services at the
  time and place specified by the Company.  Such requests for DuPuis' time will be
  made by the Company in advance so as not to unreasonably interfere with DuPuis's
  business or leisure pursuits, and such consulting time shall not exceed an
  aggregate of_____ business days annually during the Consulting Period.
  
       DuPuis shall be reimbursed by the Company for all reasonable out-of-pocket
  expenses and other disbursements incurred by him in the performance of his
  duties hereunder which have been approved in advance by the Company, including
  but not limited to travel, lodging and meals.
  
       2.   Compensation.  In consideration of DuPuis' covenants and undertakings
  as set forth in this Agreement, Purchaser agrees to pay to DuPuis the sum of
  $5,000 per month, beginning on May 1, 1996, and continuing to the end of the
  Consulting Period.  The parties agree to treat said payments for all purposes
  (including for all tax and financial accounting purposes) as payments for a
  covenant-not-to-compete and consulting services unless required by a 
  governmental authority to do otherwise.
  
       3.   Confidentiality.  DuPuis acknowledges that, as a result of his
  investment in and his positions with the Company, he has had access to
  proprietary confidential information that directly and indirectly relates to the
  business of the Company (the "Business").  DuPuis agrees that, for a period from
  the date hereof through and including April 20, 2002 (the "Confidentiality
  Period"), he will not, without the prior written consent of Purchaser, (i)
  disclose to any person any confidential information obtained by DuPuis with
  respect to the Business, except for information which at the time is known to
  the public other than as a result of a disclosure by DuPuis not permitted
  hereunder, or lawfully acquired from a third party who is not obligated to the
  Company or to the Purchaser to maintain such information in confidence, or (ii)
  following the Closing under the Stock Purchase Agreement, retain any documents
  or papers relating to any such confidential information.
  
       4.    Competition. During the Consulting Period, DuPuis will refrain from:
       
                      (a)       entering, directly or indirectly, into the
                           employment of or rendering, directly or
                           indirectly, any services to any person, firm or
                           corporation engaged in any business competitive
                           with any business presently being conducted by
                           the Company in any geographical market area
                           within or outside the United States in which the
                           Company conducts business on the date hereof;
  
                      (b)       engaging, directly, or indirectly, in any
                           such business for his own account; or
  (c)       becoming interested, directly or indi-
                           rectly, in any such business as an individual,
                           partner, shareholder, creditor, director,
                           officer, principal, agent, employee, trustee,
                           consultant, advisor or any in any other
                           relationship or capacity; provided, however, that
                           the provisions of this paragraph 4(c) shall not
                           be deemed to prohibit DuPuis from acquiring or
                           holding, solely as an investment, publicly traded
                           securities of any such corporation so long as
                           such securities do not, in the aggregate,
                           constitute more than 5% of any class or series of
                           outstanding securities of such corporation;
  
                      (d)       directly or indirectly employing,
                           soliciting for employment, or advising or
                           recommending to any other person that they employ
                           or solicit for employment, any employee of the
                           Company or the Purchaser engaged in the Business;
                           and
  
                      (e)       Discussing with any employee of Company or
                           Purchaser engaged in the Business, or any former
                           employee of the Company, the formation or
                           operations of any business intended to compete
                           with the Business or the possible future
                           employment of such employee by any business, if
                           DuPuis has or expects to acquire a proprietary
                           interest in such business or is or expects to be
                           made a director or executive officer thereof.
  
       DuPuis agrees and acknowledges that the limitations set forth herein are
  reasonable and properly required for adequate protection of the Business.  For
  purposes of this Section 4, (i) a "proprietary interest" in a business shall
  mean ownership, through direct or indirect stockholdings or otherwise, of more
  than 5 % of such business, and DuPuis shall be deemed to expect to acquire a
  proprietary interest in a business or to be made a director or executive officer
  of such business if such possibility has been discussed by any officer,
  director, employee, agent or promotor of such business, and (ii) the words
  "compete," "competitor," "competition, "competitive" and words of like
  derivation, when used in relation to the Business, shall encompass businesses
  that compete with the Business as of the date hereof.
  
        5.  Entire Agreement, Modifications.  This Agreement among the Company,
  McRae and DuPuis contains the entire agreement with respect to the matters set
  forth herein and may not be modified, amended or otherwise changed orally but
  only by agreement in writing signed by the party against whom enforcement of any
  waiver, change, modification or amendment or discharge is sought.
  
       6.   Remedies. The parties agree and acknowledge that the rights and
  obligations set forth in this Agreement are of a unique and special nature and
  that Purchaser is, therefore, without an adequate legal remedy in the event of
  DuPuis's violation of the covenants set forth herein.  The parties, therefore,
  agree that the covenants made by DuPuis under this Agreement shall be
  specifically enforceable in equity, in addition to all other rights and
  remedies, at law or in equity, that may be available to the Company and the
  Purchaser.
  
       7.   Notices.  All notices and other communications provided for by this
  Agreement shall be in writing and shall be deemed to have been given at the time
  when delivered personally or mailed by registered or certified mail, return
  receipt requested, postage prepaid, or sent by national overnight courier
  service addressed to the parties as set forth below or to such changed
  address as a party may have fixed by notice:
  
       If to Purchaser, to:   McRae Industries, Inc.
                          402 North Main Street
                          Mt. Gilead, NC 27306
                          Attention:   Branson J. McRae, President
  
       with copy to:      Clarence W. Walker, Esq.
                          Kennedy Covington Lobdell & Hickman, L.L.P.            
                          NationsBank Corporate Center
                          Suite 4200
                          100 North Tryon Street
                          Charlotte, NC 28202-4006
  
       If to DuPuis, to:  Walter A. DuPuis
                          200 Ussery Road
                          Clarksville, TN 37043
  
       with copy to:      Rodger N. Bowman, Esq.
                          P. 0. Box 1404
                          Clarksville, TN 37041-1404
  
        8.  Governing Law.  This Agreement shall be governed in all respects by
  the laws of the State of North Carolina, without giving effect to the principles
  of conflicts of law.
  
       9.   Severability. If any provision or part of this Agreement shall be
  determined to be invalid, illegal or unenforceable in whole or in part, neither
  the validity of the remaining part of such provision nor the validity of any
  other provision of this Agreement shall in any way be affected thereby.
  
       10.  Waiver.  Failure to insist upon strict compliance with any of the
  terms, covenants or conditions hereof shall not be deemed a waiver of such term,
  covenant or condition, nor shall any waiver or relinquishment of any right or
  power hereunder at any one or more times be deemed a waiver or relinquishment of
  such right or power at any other time or times.  
  
        11. Counterparts.  This Agreement may be executed in several counterparts
  with the same effect as if the parties executing the several counterparts had
  all executed one counterpart.
  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
  the day and year first above written.
  
                                                                             
                                Walter A. DuPuis
  
                                AMERICAN WEST TRADING COMPANY
  
                                By:                          
  
                                MCRAE INDUSTRIES, INC.
  
                                By:
  EXHIBIT C
  
                             EMPLOYMENT AGREEMENT
  
       AGREEMENT dated as of April ____, 1996, between AMERICAN WEST TRADING
  COMPANY, a Tennessee corporation (the "Company"), and (the "Employee").
  
       The Employee is now an employee of the Company.  McRae Industries, Inc.,
  ("McRae") has entered into an agreement to buy all of the outstanding capital
  stock of the Company (the "Stock Purchase Agreement"), and it is a condition to
  the obligations of McRae to complete the purchase of such stock that the Company
  and the Employee shall have entered into this Agreement at or prior to the
  Closing under the Stock Purchase Agreement so that the Company (and, indirectly,
  McRae) shall (i) have the benefit of the Employee's covenant not to compete with
  the Company for a period (determined as hereinafter provided) following the
  Employee's term of employment, and (ii) be assured of the continuing services of
  the Employee on a full-time basis.  Accordingly, the Board of Directors of the
  Company (the "Board") has requested that the Employee enter into this
  Agreement. In consideration of the covenants and agreements herein contained,
  the parties agree as follows:
  
       1.   Employment and Acceptance; Term.
       
            1.1  The Company hereby employs the Employee, and the Employee
  hereby accepts employment from the Company, for a term of full-time employment
  determined in accordance with this Agreement.
  
            1.2  The Employee's term of full-time employment pursuant to this
  Agreement shall commence on the date of this Agreement and shall continue the
  thirtieth (30th) day following receipt of a notice of termination of employment,
  given either by the Company to the Employee or by the Employee to the Company,
  which notice shall state that it is being given pursuant to Section 1.2 of this
  Agreement.
  
       2.   Duties and Authority.
  
            2.1  Duties During Term of Employment.  During the Employee's term
  of employment the Employee shall devote his full working time and energies to
  the business and affairs of the Company.  The Employee agrees during such term
  to use his best efforts, skill and abilities to promote the Company's interests;
  to serve as a director and officer of the Company if elected by the stockholders
  or Board; and to perform such duties as may be assigned to him by the Board and
  by such executives of McRae as McRae's Chief Executive Officer shall designate.
  During his term of full-time employment, the Employee shall not, directly or
  indirectly, without the prior consent of the Board or render any services to any
  other person, or acquire any interests of any type in any other person, in
  conflict with his full-time, exclusive position as an employee of the Company;
  provided, however, that, subject to Section 6 of this Agreement, the foregoing
  shall not be deemed to prohibit the Employee from acquiring, solely as an
  investment, any securities of, or interests in, any entity so long as he remains
  a passive investor in such entity and does not become part of any control group
  thereof and so long as such entity does not compete or have any material 
  business connection with the Company or any of its subsidiaries; or
  participating in civic, charitable, educational or religious activities and
  affairs so long as such activities and affairs do not involve business
  connections or competition with the Company or (alone or together with all other
  outside activities of the Employee) require a significant commitment of time by
  the Employee or otherwise interfere with the performance by the Employee of his
  duties and obligations to the Company. 2.2 Authority, Duties, Power and
  Responsibilities.  Subject to the direction and control of the Board, during the
  Employee's term of full-time employment the Employee shall from time to time
  have such title and shall have such authority, duties, power and
  responsibilities as from time to time shall be delegated to him by the Company's
  Chief Executive Officer or the Board.  The Employee will perform his services
  subject to the direction and control of the Board and will report to the Chief
  Executive Officer of the Company and, assuming that the Company shall be a
  subsidiary of McRae, to such executives of McRae as McRae's Chief Executive 
  Officer shall designate.
  
       3.   Compensation.
  
       The Company shall pay or cause to be paid to the Employee during the term
  of full-time employment a salary of not less than _________________ ($________)
  per annum, payable in monthly or more frequent installments in accordance with
  the company's regular payroll practices for employees of similar rank.
  
       4.   Expenses.
  
            Upon submission of proper vouchers, the Company will pay or reimburse
  the Employee for all business expenses reasonably incurred by him in connection
  with the business of the Company during the term of his employment hereunder.
  
       5.   Protection of Confidential Information.
  
            5.1  Covenant.  The Employee acknowledges that his employment by the
  Company will, throughout the term of this Agreement, bring him into close
  contact with many confidential affairs of the Company, including information
  about costs, profits, markets, sales, products, key personnel, pricing policies,
  operational methods, technical processes and other business affairs and methods,
  plans for future development and other information not readily available to the
  public.The Employee further acknowledges that the services to be performed under
  this Agreement are of a special, unique, unusual, extraordinary and intellectual
  character.  In recognition of the foregoing, the Employee covenants and agrees
  that he will keep secret all material confidential matters of the Company which
  are not otherwise in the public domain and will not (otherwise than in the
  ordinary course of the Company's business) intentionally disclose them to any
  Competitive Business (as defined in Section 6.3) either during or after the term
  of this Agreement, except with the Company's written consent.
  
            5.2  Specific Remedy.  If the Employee commits a material breach of
  any of the provisions of Section 5.1, the Company shall have, in addition to the
  other remedies provided by law, the right and remedy to have such provisions
  specifically enforced by any court having equity jurisdiction, it being
  acknowledged and agreed that any such breach or threatened breach will cause
  irreparable injury to the Company and that money damages will not provide an
  adequate remedy to the Company.
  
            5.3  The provisions of this Section 5 shall survive any termination
  of this Agreement.
  
       6.   Non-competition.
  
            6.1  Covenant.  (a)  In recognition of the considerations described
  in Section 3 and in the preamble to this Agreement and in consideration of the
  benefits to the Employee that will result from the Stock Purchase Agreement, the
  Employee agrees that he will not, without the written permission of the Company,
  (i) enter into the employ of or render any services to any person, firm,
  corporation or other entity engaged in any "Competitive Business" (as defined in
  Section 6.3), (ii) engage in any Competitive Business for his own account or
  (iii) become interested in any Competitive Business as an individual, partner,
  shareholder, creditor, director, officer, principal, agent, employee, trustee,
  consultant, advisor or any other relationship or capacity; provided, however,
  that nothing contained in this Section 6.1 shall be deemed to prohibit the
  Employee from acquiring, solely as an investment through market purchases, up to
  one percentum (5%) of the securities of any corporation so long as he is not
  part of any control group of such corporation.
  
       (b)  The provisions of paragraph (a) of this Section 6.1 shall apply for
  and during the period of the Employee's employment hereunder and the three-year
  period following termination of his employment.
  
            6.2  Specific Remedy.  In the event of a breach or threatened breach
  by the Employee of Section 6.1, the Company shall, in addition to the other
  remedies provided by law, have the right and remedy to have such provisions
  specifically enforced by any court having equity jurisdiction, it being
  acknowledged and agreed that any breach or threatened breach of Section 6.1 will
  cause irreparable injury to the Company and that money damages will not provide
  an adequate remedy to the Company. 
  
            6.3  "Competitive Business".  The phrase "Competitive Business" as
  used in this Agreement shall mean any line of business that is substantially the
  same as any line of any operating business engaged in or conducted by the
  Company and which, during, or at the expiration of, the term of the Employee's
  employment, the Company was engaged in or conducting, or had, to the knowledge
  of the Employee, definitively planned to engage in or conduct.
  
       7.   Notices.  All notices, requests, consents and other communications
  required or permitted to be given hereunder shall be in writing and shall be
  deemed to have been duly given if delivered personally or sent by prepaid
  telegram or by facsimile transmission, or mailed first-class, postage prepaid,
  by registered or certified mail, as follows (or to such other or additional
  address as either party shall designate by notice in writing to the other in
  accordance herewith):
  
            7.1  If to the Company:
                 American West Trading Company
                 1751 Jardco Drive
                 Clarksville, TN 37040
  with a copy to:
  
                 McRae Industries, Inc.
                 402 N. Main Street
                 Mount Gilead, NC 27306
                 Attention: President
  
            7.2  If to the Employee, to him at his address on the personnel
  records of the Company.
  
       8.   General.
  
            8.1  Governing Law.  This Agreement shall be governed by and
  construed and enforced in accordance with the laws of the State of Tennessee
  applicable to agreements made and to be performed entirely in Tennessee.
  
            8.2  Captions.  The Section headings contained herein are for
  reference purposes only and shall not in any way affect the meaning or
  interpretation of this Agreement.
  
            8.3  Entire Agreement.  This Agreement sets forth the entire
  agreement and understanding of the parties relating to the subject matter hereof
  and supersedes all prior agreements, arrangements and understandings, written or
  oral, between the parties.
  
            8.4  No other Representations.  No representation, promise or
  inducement has been made by either party that is not embodied in this Agreement,
  and neither party shall be bound by or liable for any alleged representation,
  promise or inducement not so set forth.
  
            8.5  Assignability.  This Agreement, and the Employee's rights and
  obligations hereunder, may not be assigned by the Employee.  The Company may
  assign its rights, together with its obligations, hereunder in connection with
  any sale, transfer or other disposition of all or substantially all of its
  business and assets; and such rights and obligations shall inure to, and be
  binding upon, any successor to the business or substantially all of the assets
  of the Company (whether by merger, purchase of stock or assets or otherwise)
  which shall expressly assume such obligations.
  
            8.6  Amendments; Waivers.  This Agreement may be amended, modified,
  superseded, canceled, renewed or extended, and the terms or covenants hereof may
  be waived, only by a written instrument executed by both of the parties hereto,
  or in the case of a waiver, by the party waiving compliance.  The failure of
  either party at any time or times to require performance of any provisions
  hereof shall in no manner affect the right at a later time to enforce the same. 
  No waiver by either party of the breach of any term or covenant contained in
  this Agreement, whether by conduct or otherwise, in any one or ignore instances,
  shall be deemed to be, or construed as, a further or continuing waiver of any
  such breach, or a waiver of the breach of any other term or covenant contained
  in this Agreement.
  
       IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
  date first above written.
  
                                     AMERICAN WEST TRADING COMPANY
  
                                     By:                                     
  
                                                                             
                                               Employee
  EXHIBIT D
  
                         Description of Real Property
  
  Survey No. 1.  This survey depicts and describes a single parcel of real
  property of 10.62 acres.  The survey refers to the parcel as the "Stetson Boot
  & Shoe Company, Inc. Property," located in the 2nd civil district, Humphreys
  County, Tennessee.  The survey was prepared on March 30, 1993 by Thomas C.
  White and Associates (Drawing No. 865-2293).  The deed references for the
  subject property are deed book 160, page 440 and deed book 160, page 440.  
  
  The survey provides the following legal description of the property:
  
  BEGINNING at a point in the North right-of-way of North Railroad Street, at
  the Southeast corner to the Katie Catherine Durham property, said point also
  being located 80.00 feet North of, and perpendicular to the center-line, of
  the C.S.X. Railroad track, and also being on the West side as what is known as
  Pine Hill Drive, said Pine Hill Drive being the access to the Jones Cemetery
  and other properties; thence runs with the West side Pine Hill Drive and the
  East boundary to the Katie Catherine Durham property, North 06 degrees, 09
  minutes, 30 seconds East and along an old fence line, passing a concrete
  monument, reference point with cap (RLS #69), set at 20.00 feet continuing on
  in all 322.13 feet to a concrete monument found at Southwest corner to the
  Jones Cemetery; thence runs with the South boundary to the Cemetery, South 87
  degrees, 00 minutes, 00 seconds East, crossing Pine Hill Drive, in all 146.50
  feet to an iron pipe found at the base of a large Pine tree, said iron pipe
  being the Southeast corner to the Jones Cemetery; thence runs with the East
  boundary to the Jones Cemetery, North 11 degrees, 00 minutes, 00 seconds East
  180.00 feet to a concrete monument found in the South boundary of the Waverly
  Recreation Corporation property, said point also being the Northeast corner to
  the Jones Cemetery; thence runs with the South boundary to the Waverly
  Recreational Corporation property; South 82 degrees, 22 minutes, 28 seconds
  East passing the Southeast corner to the Waverly Recreational Corporation
  property and a corner to property owned by the City of Waverly at 446.00 feet,
  thence continuing with the City of Waverly boundary, South 82 degrees, 22
  minutes, 28 seconds East passing a concrete monument reference point found at
  780.00 feet, in all 840.00 feet to a point in the pavement of Golf Course
  Road, the Northeast corner to the herein described property; thence runs with
  the West right-of-way of Golf Course Road and the City of Waverly property
  boundary, South 00 degrees, 00 minutes, 32 seconds East, passing a concrete
  monument reference point found at 60.00 feet; in all 415.00 feet to a concrete
  monument found in the North right-of-way of North Railroad Street, along a
  line 80.00 feet North of, and perpendicular to the center-line of the C.S.X.
  Railroad track, chord bearings and distances as follows; South 87 degrees, 25
  minutes, 05 seconds West 183.58 feet; North 89 degrees, 53 minutes, 17 seconds
  West 296.52 feet; North 87 degrees, 33 minutes, 55 seconds West 166.20 feet;
  North 85 degrees, 10 minutes, 39 seconds West 295.00 feet; North 83 degrees,
  07 minutes, 44 seconds West 108.69 feet to the point of beginning, containing
  an area by computation of 10.62 acres.  
  
  Survey No. 2:  The survey depicts and describes two parcels of real property
  of 5.49 acres and 0.89 acre.  The survey refers to the parcels as the
  "Stetson Boot & Shoe Company, Inc. Property" located in the 7th civil
  district, Weakley County, Tennessee.  The survey was prepared on March 30,
  1993 by Thomas C. White & Associates (Drawing No. 832-2393).  The deed
  references for the subject property are deed book 296, Page 555 and deed book
  299, page 100. 
  
  Parcel Number 1:  The survey provides the following legal description of the
  first parcel of 5.49 acres: 
  
  BEGINNING at a point at the intersection of the center-line of Jones Street
  with the center-line of Hillcrest Street, said point of beginning being
  located South 61 degrees, 66 minutes, 35 seconds East 34.60 feet from the
  corner of the curb and [retaining] wall at the Southwest intersection of Jones
  Street and Hillcrest Street and runs thence with the center-line of Hillcrest
  Street, North 89 degrees, 03 minutes, 11 seconds West 514.21 feet to a point
  at the Southeast corner to the Leonard West property; thence runs with the
  East boundary to the West property, North 02 degrees, 16 minutes, 05 seconds
  West, passing a 1/2 inch diameter Re-bar pin found at the back edge of the
  curb, in all 147.19 feet to a metal post marked for a corner, found;  thence
  runs with the chain-link fence, and the North boundary to the Leonard West
  property, North 88 degrees, 37 minutes, 11 seconds West passing a 1/2 inch
  diameter Re-bar pin found at the back edge of the curb, at 124.14 feet
  continuing on in all 140.90 feet to a point in the center of Broad Street, the
  Northwest corner to the Leonard West property; thence runs with the center-
  line of Broad Street, North 03 degrees, 07 minutes, 05 seconds West 399.18
  feet to a point in the center-line of Broad Street at the South right-of-way
  of the N.C. and St.L. Railroad; thence runs with the South right-of-way of a
  N.C. & St.L. Railroad, South 65 degrees, 18 minutes, 49 seconds East 646.36
  feet to a concrete monument with aluminum cap (RLS #69) set; thence runs with
  the South right-of-way of the N.C. & St.L. Railroad, South 60 degrees, 00
  minutes, 49 seconds East, 100.00 feet to a "PK" Nail and brass marker marked
  "RLS-69" set in the center of Jones Street; thence runs South 02 degrees, 04
  minutes, 55 seconds East 237.78 feet to the point of beginning, containing an
  area computation of 5.49 acres.  
  
  Parcel Number 2:  The survey provides the following legal description of the
  second parcel of 0.89 acre:
  
  BEGINNING at a "PK" Nail and brass marker stamped "RLS-69", set in the West
  right-of-way of Jones Street, at the Northeast corner to the City of Dresden
  water tank property, said beginning point being located North 39 degrees, 07
  minutes, 32 seconds East 53.26 feet from a U.S.C.G.S. monument No "F-23,"
  found at the Southeast leg of the City water tank; thence runs with the North
  boundary to the City water tank property, South 88 degrees, 00 minutes, 50
  seconds West 80.00 feet to a "PK" Nail and brass marker stamped "RLS-69," set
  in the pavement, the Northwest corner to the City water tank property; thence
  runs with the West boundary to the City water tank property, South 01 degrees,
  59 minutes, 10 seconds East 80.00 feet to a "PK" Nail and brass marker stamped
  "RLS-69" set in the pavement, the Southwest corner of the City of Dresden
  water tank property in the North right-of-way of the N.C. & St.L. Railroad;
  thence runs with said Railroad right-of-way, North 66 degrees, 21 minutes 19
  seconds West 266.82 feet to a one-half inch diameter Re-bar pin found at a
  street post, said point being the Southeast corner to Gary D. Inman property;
  thence runs with Inman's East boundary line, North 00 degrees, 54 minutes, 54
  seconds East 64.00 feet to a one-half inch diameter Re-bar pin with cap (RLS
  #69) set at the Southwest corner to the Carline F. Turner property; thence
  runs with Turner's South boundary, North 84 degrees, 54 minutes, 31 seconds
  East 117.50 feet to a one-half inch diameter Re-bar pin with cap (RLS #69)
  set; thence runs with the South boundary to the Donald R. Moubrey property and
  the South boundary to the Brian A. Arnold property, North 88 degrees, 00
  minutes, 51 seconds East 200.00 feet to a one-half inch diameter Re-bar pin
  with cap (RLS #69) set in the West right-of-way of Jones Street; thence runs
  with said West right-of-way of Jones Street, South 01 degree, 59 minutes 10
  seconds East 105.70 feet to the point of beginning containing an area
  computation of 0.89 acre.