ASSET PURCHASE AGREEMENT





     ASSET PURCHASE AGREEMENT (the "Agreement") dated as of August 7, 2001, as

amended and restated as of November 30, 2001, between Textron Automotive

Exteriors Inc., a Delaware corporation ("Exteriors"), and JPS Automotive, Inc.,

a Delaware corporation ("JPS "). Except as expressly defined herein, capitalized

terms used in this Agreement shall have the meaning ascribed to them in the

Purchase Agreement dated as of August 7, 2001, as amended and restated as of

November 30, 2001 (the "Purchase Agreement"), by and among Textron Inc.

("Parent"), Collins & Aikman Products Co., a Delaware corporation ("C&A

Products"), and Collins & Aikman Corporation, a Delaware corporation.



     WHEREAS, the Purchase Agreement provided for the sale of certain of

Parent's automotive trim operations currently managed as a unit of Textron

Automotive Company Inc. a Delaware corporation, to C&A Products and those

entities specified in the Purchase Agreement;



     WHEREAS, Exteriors desires to sell and assign to JPS, and JPS desires to

purchase and assume from Exteriors, certain assets, Contracts, other obligations

and liabilities relating to the business conducted by Exteriors; and



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants

contained herein and in the Purchase Agreement, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereto, intending to be legally bound, agree as follows:



     1. Sale and Purchase of Assets. (a) On the terms and subject to the

conditions of this Agreement, at the Closing, Exteriors shall sell, transfer,

assign and deliver to JPS, or cause to be sold, transferred, assigned and

delivered to JPS, free and clear of any Liens (other than Permitted Liens), and

JPS shall purchase and assume from Exteriors, all of Exteriors' right, title and

interest in and to the Transferred Assets. To the extent that the Transferred

Assets consist of written documents (including microfilms and computer files)

which are necessary to the maintenance of Exteriors' records in accordance with

reasonable practice, Exteriors may either deliver to JPS a duplicate copy of

such documents and retain the original or deliver to JPS the original of such

documents and retain a duplicate copy; provided, however, that Exteriors shall

deliver the original of any such document when delivery of the original is

necessary to effectuate the transfer of any Transferred Asset.



     (b) For purposes of this Agreement, "Transferred Assets" shall mean



     (A) the Evart, Michigan and Americus, Georgia plants (the "Plants")

including, the following used primarily at or related primarily to the Plants:



     (i)  the real estate, buildings thereon, fixtures, equipment and other

          personal property in the buildings,





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     (ii) Contracts, to the extent their transfer is permitted by their terms,

          for products produced at the Plants,



     (iii) to the extent their transfer is permitted by Law, all Permits

          relating to the Plants issued to Exteriors by any Governmental

          Authority;

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