Parcel #12-4A-5
Drawn by and Mail to:  William F. Potts, Jr., 3500 One First Union Center,
Charlotte, NC 28202-6001 



STATE OF NORTH CAROLINA                      IN THE GENERAL COURT OF JUSTICE
                                                 SUPERIOR COURT DIVISION
COUNTY OF ALAMANCE                                   BEFORE THE CLERK
                                                        95-SP-105

IN THE MATTER OF THE FORECLOSURE OF THE )
DEED OF TRUST EXECUTED BY BURLINGTON    )
OUTLET PARTNERS, A CALIFORNIA GENERAL   )
PARTNERSHIP TO WILLIAM F. POTTS, JR.,   )
SUBSTITUTE TRUSTEE, AS RECORDED IN THE  )
ALAMANCE COUNTY PUBLIC REGISTRY IN BOOK )
651 AT PAGE 823.                        )
                                        )


                                 TRUSTEE'S DEED

      THIS DEED, made by and between WILLIAM F. POTTS, JR., Substitute Trustee,
of Mecklenburg County, North Carolina, hereinafter referred to as "Trustee", and
KENILWORTH, INC. d/b/a ERIC LANE, INC., its successors and assigns, hereinafter
referred to as "Grantee"; c/o Textron Financial Corporation 40 Westminster
Street, Providence, Rhode Island 02940.

                              W I T N E S S E T H:

      This deed is given pursuant to the exercise of the power of sale contained
in the Deed of Trust hereinabove referred to and which is duly recorded in the
Office of the Register of Deeds for Alamance County, North Carolina.  Default
occurred in payment of the note secured by said Deed of Trust and/or in the
performance of the stipulations and conditions therein contained.  Demand was
made upon the Trustee by the owner and holder of the note secured by said Deed
of Trust that he foreclose the said Deed of Trust and sell the property under
the terms thereof.  After due notice and hearing, an Order was entered by the
Clerk of Superior Court of Alamance County authorizing foreclosure under the
power of sale contained in said Deed of Trust.  Under and by virtue of the terms
and stipulations of same, and after due advertisement as in said Deed of Trust
provided and as by law required, the Trustee exposed the property described in
said Deed of Trust, and hereinafter described, to sale at public auction on
October 17, 1995 at the usual place of public sale at the Alamance County
Courthouse, when and where Textron Financial Corporation became the last and
highest bidder for the said property at the price of $3,992,000.00.  The Trustee
duly reported said sale to the Clerk of Superior Court of Alamance County, as by
law required, and thereafter said sale remained open for ten (10) days and no
upset bid was placed thereon within the time allowed by law. Said bid was
assigned to the Grantee, and said purchase price has been fully paid in that
Textron Financial Corporation, being the owner and holder of the note secured by
the Deed of Trust, has applied the amount of said bid, net of costs and
expenses, to the secured obligation.  



      NOW, THEREFORE, in consideration of said purchase price, the receipt of
which is acknowledged, and pursuant to the authority vested in him by the terms
of said Deed of Trust, the Trustee does hereby bargain, sell, grant and convey
unto Grantee, its successors and assigns, all that certain property lying and
being in Alamance County, North Carolina, and being more particularly described
as follows:  

            See Exhibit A

      TO HAVE AND TO HOLD the said property, together with all the privileges
and appurtenances thereunto belonging unto Grantee, its successors and assigns,
forever, in as full and ample manner as the Trustee is authorized and empowered
to convey the same, subject however to all prior recorded deeds of trust, liens,
encumbrances, restrictions and assessments, unpaid taxes and special
assessments, and all prior tenancies and leases.

      IN WITNESS WHEREOF, the Trustee has hereunto set his hand and affixed his
seal this 30th day of October, 1995.



                              /s/William F. Potts, Jr.      [SEAL]
                              William F. Potts, Jr.
                              Substitute Trustee




STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG

      I, Dawn Martin, a Notary Public in and for said County and State do hereby
certify that William F. Potts, Jr., Substitute Trustee, personally appeared
before me this day and acknowledged the execution of the foregoing instrument.

      Witness my hand and notarial seal this 30th day of October, 1995.


                                    /s/ Dawn Martin            
                                    Notary Public

My Commission Expires: 1/18/2000 

[NOTARIAL SEAL]