POST-CLOSING ESCROW AGREEMENT
THIS POST-CLOSING ESCROW AGREEMENT, dated as of August 5, 1997 ("Agreement"), is by and
among Westgate Fabrics, Inc. ("Purchaser"), Payne Fabrics, Inc. ("Seller") and Crouch and Hallett, L.L.P.
W I T N E S S E T H:
WHEREAS, the Seller and Purchaser are parties to that certain Asset Purchase Agreement, dated July 17, 1997
(as amended by Amendment No. 1, thereto, the "Purchase Agreement") (capitalized terms not otherwise defined
herein shall have the meanings set forth in the Purchase Agreement); and
WHEREAS, the Seller agreed in the Purchase Agreement that the indemnification obligations of the Seller
thereunder shall be secured in the manner set forth in this Agreement; and
WHEREAS, as contemplated by the Purchase Agreement, Purchaser has deposited the sum of $150,000
(together with any interest earned thereon, the "Escrow Funds") on the Closing Date in an escrow account with
the Escrow Agent;
In consideration of the mutual covenants and agreements contained herein and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and
agree as follows:
1. Appointment of Escrow Agent and Deposit of Escrow Funds. The Purchaser and the Seller hereby appoint
and designate the Escrow Agent as the Escrow Agent hereunder, and the Escrow Agent hereby accepts such
appointment and agrees to serve hereunder for the purposes and on the terms set forth herein. The Escrow Agent
shall receive, hold and deliver the Escrow Funds, as provided for herein. The Escrow Funds shall be invested in
money market and similar liquid investments, as directed by Seller.
2. Disbursement of the Escrow Funds.
(a) Unless and to the extent that subparagraphs (b) or (c) below shall apply, the Escrow Agent shall hold the
Escrow Funds until the later of (i) the 90th day after the Closing or (ii) 10 days after finalization of the Closing
Balance Sheet (the "Termination Date"), and shall thereafter d