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Nations Flooring Inc · PRES14A · For 2/21/97

Filed On 12/30/96 · SEC File 0-26664 · Accession Number 889812-96-2001

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

12/30/96  Nations Flooring Inc              PRES14A     2/21/97    1:56                                     889812

Preliminary Proxy Solicitation Material -- Special Meeting · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Materials                           56    246K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Approval of the 1997 Stock Option Plan Bonus Plan By-Laws Certificate of Incorporation Common Stock Description Preferred Stock Principal Differences Between New York and Delaware Corporate Law Principal Differences Between New York and Delaware Corporation Laws Principal Differences Between the Charter Documents of the Company and Nations Flooring Principal Reasons for Changing the State of Incorporation to Delaware Purpose Reverse Stock Split, The The Reverse Stock Split Transmittal Procedures Vote Required for Approval of the Reincorporation Proposal
1	1st Page
6	Principal Reasons for Changing the State of Incorporation to Delaware
"	Principal Differences Between New York and Delaware Corporation Laws
7	Principal Differences Between the Charter Documents of the Company and Nations Flooring
8	Purpose
"	Common Stock
10	The Reverse Stock Split
13	Vote Required for Approval of the Reincorporation Proposal
14	Transmittal Procedures
"	Approval of the 1997 Stock Option Plan
15	Description
19	Bonus Plan
31	Principal Differences Between New York and Delaware Corporate Law
34	Certificate of Incorporation
"	Preferred Stock
37	By-Laws

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 

Filed by the Registrant  X                                                      

Filed by a Party other than the Registrant __                                   

Check the appropriate box:                                                      

X  Preliminary Proxy Statement                                                  

__ Confidential, for Use of the Commission Only (as permitted by                
Rule 14a-6 (e)(2))                                                        

__ Definitive Proxy Statement                                                   

__ Definitive Additional Materials                                              

__ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12                

 RAGAR CORP.
(Name of Registrant as Specified in Its Charter)

 _________________________________________________________________________
 (Name of Person(s) Filing Proxy Statement, if other than the Registrant

Payment of Filing Fee (Check the appropriate box):                              

X  No fee required.                                                             

__ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.     

(1) Title of each class of securities to which transaction applies:       

(2) Aggregate number of securities to which transaction applies:          

   (3) Per unit price or other underlying value of transaction computed pursuant
     to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):                   

(4) Proposed maximum aggregate value of transaction:                      

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(5) Total Fee Paid:                                                       

__ Fee Paid previously with preliminary materials.                              

__ Check box if any part of the fee is offset as provided by Exchange Act Rule  
0-11 (a)(2) and identify the filing for which the offsetting fee was paid 
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                       

(1) Amount Previously Paid:                                               

(2) Form, schedule or Registration Statement No.:                         

(3) Filing Party:                                                         

(4) Date Filed:                                                           

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 RAGAR CORP.
New York, New York

 -------------------------

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 21, 1997

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Ragar
Corp. (the "Company") will be held at the Company's offices at 100 Maiden Lane, 
New York, New York on February 21, 1997 at 10:00 a.m. local time, for the       
purpose of considering and acting upon the following:                           

1. The approval of the Reincorporation Proposal.                      

 2. The approval of the adoption of the Company's 1997 Stock Option Plan
(the "Plan").                                                                   

    3. Any and all other matters that may properly come before the meeting and
any adjournment thereof.                                                        

     The Board of Directors has fixed the close of business on January 29, 1997,
as the record date for determining the stockholders entitled to notice of and to
vote at the meeting and any adjournment thereof, and only holders of Common     
Stock of the Company of record at such date will be entitled to notice of and to
vote at the meeting. Such stockholders may vote in person or by proxy.          

  YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR NOT
YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE MARK, DATE AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.            

                                 By Order of the Board of Directors,

              PHILIP A. HERMAN
                     Chief Executive Officer
New York, New York                                                              
________ 1997                                                                   

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 RAGAR CORP.
 100 Maiden Lane
New York, New York 10038

 -------------------------

 PROXY STATEMENT
 FOR SPECIAL MEETING OF STOCKHOLDERS
 FEBRUARY 21, 1997

  This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of proxies to be used at the Special Meeting of          
Stockholders of Ragar Corp. (the "Company"), to be held at the offices of the   
Company, 100 Maiden Lane, New York, New York 10038, on February 21, 1997 at     
10:00 A.M., local time. This Proxy Statement and accompanying proxy card are    
first being sent to the stockholders of the Company on or about ________ , 1997.

   Any proxy delivered in the accompanying form may be revoked by the person
executing the proxy at any time, before the authority thereby granted is        
exercised, by written request addressed to the Secretary, Ragar Corp., 100      
Maiden Lane, New York, New York 10038, or by attending the meeting and electing 
to vote in person. Proxies received in such form will be voted as therein set   
forth at the meeting or any adjournment thereof, but if no instructions are     
given, such shares will be voted (1) for the approval of the Reincorporation    
Proposal as defined below, (2) for the approval of the adoption of the Company's
1997 Stock Option Plan (the "Plan") and (3) in the discretion of the proxies    
named in the proxy card on any other proposals to properly come before the      
meeting or any adjournment thereof.                                             

 RECORD DATE AND VOTING SECURITIES

  The Board of Directors has selected the close of business on January 29,
1997 as the record date for determining the stockholders entitled to notice of, 
and to vote at, the meeting or any adjournment thereof. The number of shares of 
Common Stock of the Company outstanding on _____, 1997 was 14,644,931.          
Stockholders present or represented and entitled to vote on any matter at the   
meeting or any adjournment thereof will be entitled to one vote on such matter  
for each share of the Common Stock of the Company held by them as of the record 
date.                                                                           

THE REINCORPORATION PROPOSAL

   The Company's Board of Directors has unanimously approved, and recommends
for shareholder approval, the proposed change of the Company's jurisdiction of  
incorporation from the State of New York to the State of Delaware (the          
"Reincorporation Proposal"). The Reincorporation Proposal would be effected     
through the merger (the "Merger") of the Company with and into Nations Flooring,
Inc., a newly-formed wholly owned subsidiary of the Company that is incorporated
in Delaware ("Nations Flooring"), with Nations Flooring as the surviving        
corporation in the Merger (the "Reincorporation"). Nations Flooring has not     
conducted any business other than with respect to the proposed Merger. The      
Reincorporation would not result in any change in the business, management,     
executive officers, directors, location of principal executive offices, assets, 

liabilities or net worth of the Company. By operation of law, upon the          
completion of the Merger, all assets, property, rights, liabilities and         
obligations of the Company would be transferred to and assumed by Nations       
Flooring. The Merger would be accomplished pursuant to the terms and conditions 
of a merger agreement (the "Merger Agreement") between the                      

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Company and Nations Flooring, a copy of which is attached hereto as Attachment  
A. The Company's officers and directors, who together may be deemed to          
beneficially own 69.5% of the common stock, par value $.001 (the "Common        
Stock"), of the Company, have indicated that they intend to vote FOR the        
Reincorporation Proposal.                                                       

The principal purpose of the Reincorporation is to change the law     
applicable to the Company's corporate affairs from the New York Business        
Corporation Law ("NYBCL") to the Delaware General Corporation Law ("DGCL"),     
because the Company believes that Delaware corporation law offers a number of   
advantages over New York corporation law. See "Principal Reasons for Changing   
the State of Incorporation to Delaware," below. In addition, the Reincorporation
would, as a result of the transactions contemplated by the Merger Agreement,    
reduce the number of outstanding shares of Common Stock on a proportionate      
one-for-four basis (the "Reverse Stock Split"). See "The Reverse Stock Split,"  
below. Also, the Company's new name, Nations Flooring, Inc. (such change of name
being referred to herein as the "Name Change"), will better reflect the business
nature of the Company.                                                          

 The Merger Agreement has been approved and adopted by (i) the Company's
Board of Directors in accordance with the NYBCL; and (ii) the Board of Directors
of Nations Flooring, and the Company as sole stockholder of Nations Flooring,   
each in accordance with the DGCL. The Merger Agreement was executed on December 
__, 1996.                                                                       

Board Recommendation                                                            

    The Board of Directors recommends a vote FOR the Reincorporation Proposal.
Proxies solicited by the Board of Directors will be so voted unless stockholders
specify otherwise in their proxy.                                               

Principal Effects Of The Reincorporation                                        

The Company's Board of Directors has unanimously approved the         
Reincorporation, and the Merger Agreement pursuant to which it would be         
effected, in order to accomplish the two principal objectives specified below.  
The Merger, if consummated, would have the following principal effects:         

    (1) THE COMPANY WILL BE A DELAWARE CORPORATION. The Company would become a
Delaware corporation through the Merger (the merger of the Company with and into
Nations Flooring, a wholly owned subsidiary of the Company that is incorporated 
in Delaware). Nations Flooring has not conducted any business other than with   
respect to the proposed Merger. The Merger would not result in any change in the
business, management, executive officers, directors, location of principal      
executive offices, assets, liabilities or net worth of the Company. By operation
of law, upon the completion of the Merger, all assets, property, rights,        
liabilities and obligations of the Company would be transferred to and assumed  

by Nations Flooring. As a result of the Reincorporation, the Company's corporate
affairs would be governed by Delaware corporation law, which the Board of       
Directors believes has certain advantages over New York corporation law. See    
"Principal Reasons for Changing the State of Incorporation to Delaware," below. 
For a discussion of certain differences between Delaware and New York corporate 
law, please refer to "Principal Differences Between New York and Delaware       
Corporate Law," Attachment B attached hereto, which describes such differences  
in greater detail. Nations Flooring as the surviving corporation in the Merger, 
may be referred to herein as the "Surviving Corporation."                       

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 (2) THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WILL BE DECREASED.
Pursuant to the Merger Agreement, each outstanding share of Common Stock will be
converted into one-fourth of a share of common stock of the Surviving           
Corporation having otherwise rights, limitations, designations and preferences  
identical to those the Common Stock had immediately prior to the Merger. As     
examples of the conversion of shares of Common Stock in the Merger, (i) a       
stockholder holding one hundred shares of Common Stock immediately prior to the 
Merger would hold twenty five shares of common stock of the Surviving           
Corporation upon completion of the Merger and (ii) a stockholder holding one    
hundred fifty shares of Common Stock immediately prior to the Merger would hold 
thirty seven and one-half shares of common stock of the Surviving Corporation   
upon completion of the Merger. Accordingly, the Reverse Stock Split will affect 
all shares of Common Stock on a proportionate basis, and each stockholder of    
Nations Flooring will have the same proportionate interest in Nations Flooring  
upon completion of the Merger that such stockholder had in the Company          
immediately prior to the Merger.                                                

Principal Reasons for Changing the State of Incorporation to Delaware           

     For many years, Delaware has followed a policy of encouraging incorporation
in that state and, in furtherance of that policy, has adopted comprehensive,    
modern and flexible corporate laws which are periodically updated and revised to
meet changing business needs. As a result, many corporations initially choose   
Delaware as their domicile and many others have reincorporated in Delaware in a 
manner similar to that proposed by the Company. Because of Delaware's           
long-standing policy of encouraging incorporation in that state, and its        
consequent preeminence as the state of incorporation for many major             
corporations, the Delaware courts have developed a considerable expertise in    
dealing with corporate issues and a substantial body of case law has developed  
construing Delaware law and establishing public policies with respect to        
Delaware corporations. It is anticipated that Delaware corporate law will       
continue to be interpreted and explained in a number of significant court       
decisions which may provide greater predictability with respect to the Company's
corporate legal affairs. Certain aspects of Delaware corporate law have,        
however, been criticized on the ground that they do not afford minority         
stockholders the same substantive rights and protection as are available in a   
number of other states. For a discussion of certain differences in stockholders'
rights and the powers of management under the DGCL and the NYBCL, see "Principal
Differences Between New York and Delaware Corporation Laws," below, and         
Attachment B to this Proxy Statement, which describes certain differences       
between New York and Delaware Corporate law in greater detail.                  

Principal Differences Between New York and Delaware Corporation Laws            

The Reincorporation would effect several changes in the rights of     
shareholders as a result of differences between the NYBCL and the DGCL. The     
provisions of the NYBCL and DGCL differ in many respects, including without     
limitation with respect to dividends, statutory "dissenters' rights,"           
shareholder vote to approve certain business combinations, classification of the
board of directors, the right to examine the subject corporation's books and    
records and the ability to enter into "business combinations" with certain      
shareholders. The DGCL is in certain areas less protective of rights of         
stockholders than the NYBCL is of the rights of shareholders. For example, the  
voting requirement under the DGCL for approval of certain business combinations 
is a majority of the outstanding voting shares, whereas the NYBCL imposes a     
requirement of approval by 66 2/3% of the voting shares; the DGCL does not      
provide for statutory "dissenters' rights" for certain types of transactions and
in certain cases where such rights would be available under the NYBCL; the DGCL 
does not require stockholder approval for the issuance of stock options to      
officers, directors or employees or for the making of loans to directors,       
whereas such                                                                    

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transactions require stockholder approval under the NYBCL; the NYBCL permits    
action without a stockholder meeting only by unanimous written shareholder      
consent, whereas such action is permitted in Delaware by the written consent of 
the holders of that number of shares necessary to approve the corporate action; 
and the NYBCL business combination statute, which may make it more difficult to 
accomplish acquisitions opposed by management, is inapplicable to the Company   
because it is not a "resident domestic corporation" (as defined therein),       
whereas the Delaware statute applies to all Delaware corporations. As a result, 
if the Reincorporation Proposal is approved by the Company's stockholders as    
provided herein, certain of their rights as stockholders will be affected       
thereby. A more detailed analysis of certain principal differences between New  
York and Delaware corporate law is set forth in Attachment B hereto, "Principal 
Differences Between New York and Delaware Corporate Laws".                      

 In addition to changes arising generally under Delaware law, the Merger
Agreement contemplates that the existing certificate of incorporation (the      
"Certificate of Incorporation") and by-laws (the "By-Laws") of the Company would
be changed in the Merger, and that Nations Flooring would be governed by a new  
certificate of incorporation (the "Nations Flooring Certificate of              
Incorporation") and by-laws (the "Nations Flooring By-Laws"). The Nations       
Flooring Certificate of Incorporation and the Nations Flooring By-Laws will be  
substantially similar to the Certificate of Incorporation and the By-Laws,      
respectively. Material differences are summarized below. Copies of the Nations  
Flooring Certificate of Incorporation and the Nations Flooring By-Laws are      
attached hereto as Attachments C and D respectively. See "Principal Differences 
Between the Charter Documents of the Company and Nations Flooring."             

Principal Differences Between the Charter Documents                             
of the Company and Nations Flooring.                                            

    The Nations Flooring Certificate of Incorporation and the Nations Flooring
By-Laws are substantially similar to the Company's Certificate of Incorporation 

and By-Laws. Certain differences between the existing Certificate of            
Incorporation and By-Laws of the Company, on the one hand, and the Nations      
Flooring Certificate of Incorporation and Nations Flooring By-Laws, on the other
hand, respectively, arise from certain differences generally between the NYBCL  
and the DGCL. See "Principal Differences Between New York and Delaware Corporate
Laws," above, and Attachment B hereto.                                          

The following is a summary of the material differences between the    
provisions of the Company's Certificate of Incorporation and By-laws and the    
Nations Flooring Certificate of Incorporation and Nations Flooring By-laws. This
summary does not purport to be complete, and reference is made to the Nations   
Flooring Certificate of Incorporation and Nations Flooring By-laws, copies of   
which are attached hereto as Attachments C and D respectively. Copies of the    
Company's existing Certificate of Incorporation and By-Laws are available for   
inspection at the Company's executive offices, and copies thereof will be sent  
to stockholders, without charge, upon request.                                  

    Limitation of Liability. The Nations Flooring Certificate of Incorporation
provides, as permitted by Section 102(b)(7) of the DGCL, that a director of     
Nations Flooring shall not be personally liable to Nations Flooring or its      
stockholders for monetary damages for breach of fiduciary duty as a director,   
except for liability (i) for any breach of the director's duty of loyalty to    
Nations Flooring or its stockholders, (ii) for acts or omissions not in good    
faith or which involve intentional misconduct or a knowing violation of law,    
(iii) under Section 174 of the DGCL (declaration and payment of dividends) (iv) 
for any transaction from which the director derived an improper personal benefit
or (v) for any act or omission occurring prior to the date when the provision   
becomes effective. (See Paragraph SIXTH of the Nations Flooring Certificate of  
Incorporation.) The Certificate of Incorporation provides for the limitation of 
liability of directors except to the extent prohibited by the NYBCL. (See       
Paragraph TENTH of the                                                          

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Certificate of Incorporation.) The NYBCL prohibits elimination of liability for 
a director if a judgment or final adjudication establishes that (i) his acts or 
omissions were in bad faith or involved intentional misconduct or a knowing     
violation of law, (ii) he personally gained a financial profit or other         
advantage to which he was not legally entitled or (iii) he violated Section 719 
of the NYBCL (involving the declaration of dividends; purchase or redemption of 
shares; the distribution of assets to stockholders after dissolution; and loans 
to directors).                                                                  

Purpose. The "purpose" clause of the Nations Flooring Certificate of  
Incorporation has been revised to permit Nations Flooring to engage in any      
lawful act or activity for which corporations may be organized under the DGCL.  
(See Paragraph THIRD of the Nations Flooring Certificate of Incorporation.)     

   Common Stock. The Nations Flooring Certificate of Incorporation would not
effect any substantive change in the rights, designations, limitations and      
preferences of the shares of the common stock $ .001 par value, of Nations      
Flooring (the "Nations Flooring Common Stock") compared to those of the shares  
of the Common Stock, immediately prior to the Merger. The Reverse Stock Split,  
which will reduce the shares of the Common Stock on a one-for-four basis, will  

be effected through the Merger Agreement. The only changes to be made to the    
Nations Flooring Certificate of Incorporation with respect to common stock,     
compared to the Company's existing Certificate of Incorporation, are: (i) the   
issuance of 20,000,000, shares, as opposed to 120,000,000 shares, of common     
stock is authorized in the Nations Flooring Certificate of Incorporation and    
(ii) the Nations Flooring Common Stock may be subject to the rights of holders  
of preferred stock, if any, as described below. (See paragraph FOURTH of Nations
Flooring Certificate of Incorporation.)                                         

Authorization of 'Blank Check' Preferred Stock. The Nations Flooring  
Certificate of Incorporation provides for the issuance of 1,000,000 shares of   
preferred stock, par value $.001 per share. The Board of Directors would have   
the authority at any time, and from time to time, to establish and designate one
or more series of preferred stock, to fix the number of shares of any series    
(which number may vary between series) and to fix the dividend rights and       
preferences, the redemption price and terms, liquidation rights, sinking fund   
provisions (if any), conversion provisions (if any), and the voting powers (if  
any) of such series. The Board of Directors, without stockholder approval, could
issue preferred stock with voting and conversion rights that could adversely    
affect the voting power of holders of the common stock. Certain companies have  
used the issuance of preferred stock as an anti-takeover device and the Board of
Directors of Nations Flooring could, without stockholder approval, issue        
preferred stock with certain voting, conversion and/or redemption rights that   
could discourage any attempt to obtain control of Nations Flooring in a         
transaction not approved by the Board of Directors. Although the Company does   
not currently intend to issue any shares of preferred stock, there can be no    
assurance that Nations Flooring will not do so in the future. (See Paragraph    
FOURTH of the Nations Flooring Certificate of Incorporation.) The Certificate of
Incorporation does not authorize the issuance of preferred stock.               

    Indemnification. The Nations Flooring By-Laws provide that no amendment or
repeal of the indemnification provisions thereof shall adversely affect any     
right or protection of any person Nations Flooring has agreed to indemnify with 
respect to any act or omission occurring prior to such amendment or repeal. (See
Section 8.1 of the Nations Flooring By-Laws.) The By-Laws provide for           
indemnification but do not provide for the effect of repeal or amendment of the 
indemnification provision.                                                      

    Annual Meetings. Section 2.2 of the Nations Flooring By-Laws provides that
the annual meeting of stockholders will be held at the time determined by the   
Board of Directors. The By-Laws provide a specific date for the annual meeting. 

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     Special Meetings. Section 2.3 of the Nations Flooring By-Laws provides that
subject to the rights of holders of any series of preferred stock, only the     
Chairman of the Board or a majority of the Board of Directors are entitled to   
call a special meeting of stockholders. The By-Laws require the written request 
of stockholders holding at least a majority of such capital stock to call a     
special meeting. (See Article II, Section 2, By-Laws.)                          

     Notice of Stockholder Meetings; Record Date. The maximum period for serving
notice of stockholder meetings and setting a record date provided by the Nations
Flooring By-Laws is 60 days. (See Sections 2.4 and 6.5, Nations Flooring        

By-Laws.) The By-Laws do not specify a maximum notice period, however, under the
NYBCL, such period is 50 days.                                                  

Notice of Adjournments. Section 2.5 of the Nations Flooring By-Laws   
provides that notice of adjournment of any meeting of stockholders must be given
to each stockholder if (i) the Board of Directors fix a new record date for the 
adjourned meeting or (ii) the adjournment is for more than 30 days. The By-Laws 
do not contain such provision.                                                  

   Duration of Proxies. Section 2.7 of the Nations Flooring By-Laws provides
that every proxy expires three years from its date unless a longer period is    
provided in the proxy. The By-Laws provide that proxies expire after 11 months. 

    Inspectors of Election. Under the Nations Flooring By-Laws, appointment of
inspectors for stockholder votes is not mandatory, and, if appointed, one       
inspector is sufficient. (See section 2.10 of the Nations Flooring By-Laws.) The
By-Laws require the appointment of at least two inspectors at each meeting at   
which an election of directors or voting on any other matter takes place.       

   Number of Directors. Section 3.1 of the Nations Flooring By-Laws provides
that the ability of the Board of Directors to fix the number of directors may be
subject to the rights of holders of preferred stock, if any. It further provides
that the initial Board of Directors shall consist of four members. Under the By-
Laws, the Board sets the number of directors, but there must be at least three  
and no more than 15 directors.                                                  

  Regular Board of Directors Meetings. Section 3.5 of the Nations Flooring
By-Laws provides that regular Board of Directors meetings are to be held on such
dates as are fixed by the Board of Directors or the Chairman of the Board. The  
By-Laws provide that such meetings are to be held on specified dates. (See      
Article III, Section 9, By-Laws.)                                               

    Notice of Special Meetings of Board of Directors. The provisions governing
the giving of notice for Board of Directors meetings have been revised so that a
minimum of two days notice is required and, if notice of less than three days is
given, such notice must be given orally or sent by special delivery mail,       
telegraph or telecopy. (See Sections 3.6 and 3.7, Nations Flooring By-Laws.) The
By-Laws provide for notice to be given at least two days before the meeting when
such notice is given by mail and no later than one day before the meeting when  
given by telegraph, telephone or personally delivered.                          

Action Without a Meeting. Section 3.11 of the Nations Flooring By-Laws
provides that the Board of Directors, or a committee of the Board, may take     
action without a meeting if all the members of the Board, or of a committee, as 
the case may be, consent in writing to the adoption of a resolution authorizing 

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the action. The By-Laws do not contain this provision. However, under the NYBCL,
such action without a meeting is permitted.                                     

Committees of the Board. Section 3.13 of the Nations Flooring By-Laws 
provides for the designation of committees, consisting of directors, upon       
resolution adopted by a majority of the Board, to exercise all the authority of 

the Board with respect to certain matters. The By-Laws do not provide for       
committees of the board.                                                        

    President and Chief Executive Officer. The Nations Flooring Bylaws provide
that the officers of the company may include a Chairman of the Board, Chief     
Executive Officer and President. (See sections 5.7, 5.8 and 5.9, Nations        
Flooring By-Laws.) The By-Laws provide that there shall be a President who must 
be a director of the Corporation and that the President presides at meetings of 
stockholder and meetings of the Board of Directors. (See Article IV, By-Laws.)  

 Dividends. Section 7.1 of the Nations Flooring Bylaws provides that the
Board shall have the full power and discretion to determine what, if any,       
dividends shall be paid. The By-Laws provide that dividends may only be declared
from surplus profits and may not impair the capital of the corporation.         

Loans. Section 7.2 of the Nations Flooring By-Laws provides that      
instruments evidencing indebtedness of the corporation need the signature of one
officer. The By-Laws require two officers to effect loans to the Company.       

  Insurance. Section 8.3 of the Nations Flooring By-Laws provides that the
corporation may insure any director, officer, agent or employee against any     
liability or expense. The By-Laws do not contain this provision; however, the   
NYBCL permits a corporation to maintain insurance to indemnify directors and    
officers in all instances except for judgments against them which establish that
acts of active and deliberate dishonesty are material to the cause of action or 
that the person gained a financial profit he was not legally entitled to.       

 Vacancies and Removal of Directors. The Nations Flooring By-Laws do not
contain provisions regarding the removal of directors or procedure for filling  
vacancies. These are controlled by the provisions of the DGCL, which in         
substance are the same as the By-Laws.                                          

     Closing of Transfer Books. Unlike the By-Laws, the Nations Flooring By-Laws
do not contain a provision regarding the power of the Board to close the        
transfer books of the corporation. (See Article VII, Section 5 of the By-Laws.) 

The Reverse Stock Split                                                         

  The Merger Agreement provides that, at the completion of the Merger, (i)
each share of Common Stock issued and outstanding will, by virtue of the Merger 
and without any action on the part of any holder thereof, be converted into     
one-fourth of a share of Nations Flooring Common Stock; and (ii) all Common     
Stock then held in the Company's treasury, if any, shall cease to exist, and all
certificates representing such shares will be canceled by virtue of the Merger. 

Other than with respect to the Reverse Stock Split, the rights,       
designations, limitations and preferences of Nations Flooring Common Stock will 
in all respects be identical to the rights, designations,                       

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limitations and preferences of the Common Stock immediately prior to the Merger.
The Reverse Stock Split would apply to all shares of the Common Stock on a      
proportionate basis and, accordingly, the Reverse Stock Split would not change  

the ownership interest or proportional voting power of the holders of the Common
Stock. Stockholders holding shares of Common Stock in an amount not divisible by
four will receive fractional shares.                                            

     The principal purpose of the one-for-four Reverse Stock Split is to enhance
the Surviving Corporation's ability, after the Merger, to have the Nations      
Flooring Common Stock listed on the Nasdaq SmallCap Market, or, if possible, the
Nasdaq National Market ("NMS"). In order for a company's stock to be listed on  
the Nasdaq SmallCap Market, it must meet certain requirements, including: (i)   
the stock must have a minimum bid price of $3.00 per share; (ii) the stock must 
be held by more than 300 holders; (iii) 100,000 shares must be publicly held    
having a market value not less than $1 million; (iv) the company must have total
assets of $4 million; (v) the company must have capital and surplus of at least 
$2 million; and (vi) the company must have at least two registered and active   
market makers. In addition, in order to qualify for listing on the NMS, a       
company must also satisfy one of the following sets of requirements: either     
(A)(i) the company had annual pre-tax income of at least $750,000 and net income
of at least $400,000 in the most recently completed fiscal year or in two of the
last three most recently completed fiscal years; (ii) there are at least 500,000
publicly held shares; (iii) the market value of publicly held shares is at least
$3 million; (iv) the price per share on each of the five business days prior to 
the date of application by the company is $5.00 or more; (v) the company of the 
security has net tangible assets of at least $4 million; (vi) the company has a 
minimum of 800 shareholders if the company has between 500,000 and 1 million    
shares publicly held, or a minimum of 400 shareholders if the company has either
(x) over 1 million shares publicly held or (y) over 500,000 shares publicly held
and average daily trading volume in excess of 2,000 shares per day for the six  
months preceding the date of application; and (vii) at least two dealers act as 
Nasdaq market makers with respect to the security on each of the five business  
days preceding the date of application by the company; or (B)(i) the company has
net tangible assets of at least $12 million; (ii) there are at least 1 million  
publicly held shares; (iii) the market value of publicly held shares is at least
$15 million; (iv) the price per share on each of the five business days prior to
the date of application by the company is $3.00 or more; (v) at least two       
dealers act as Nasdaq market makers with respect to the security on each of the 
five business days preceding the date of application by the company; (vi) the   
company has a three-year operating history; and (vii) the company has a minimum 
of 400 shareholders. In addition, the Nasdaq may consider securities for listing
on the NMS under certain other circumstances.                                   

   If the Reincorporation Proposal is approved by the Company's stockholders
as provided herein (see "Vote Required for Approval of the Reincorporation      
Proposal," below), upon completion of the Merger, the Surviving Corporation will
use its commercially reasonable efforts to cause the Surviving Corporation      
Common Stock to be listed on the Nasdaq SmallCap Market, or, if possible, the   
NMS. However, at September 30, 1996, the Company had a net tangible assets      
deficit of approximately $10 million. Accordingly, it is unlikely that, absent a
public or private offering of the Common Stock or Nations Flooring Common Stock,
the Company will be able to satisfy the Nasdaq net tangible asset listing       
requirements for the NMS in the near future. The Company is currently seeking to
effect such an offering, although there can be no assurance that such an        
offering can be accomplished or, even if accomplished, that it would raise      
sufficient capital to satisfy the NMS net tangible assets requirement. If       
necessary, the Company intends to seek an exemption from such listing           

requirements, although there will be no assurance that the Company will be      
successful in obtaining such an exemption.                                      

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The Company believes that the Reverse Stock Split would increase the  
acceptance of the Nations Flooring Common Stock by the financial community and  
the investing public. However, there can be no assurance that the market price  
of the Nations Flooring Common Stock will rise in proportion to the reduction in
the number of shares of the Nations Flooring Common Stock outstanding as a      
result of the Reverse Stock Split. Further, as noted above, there can be no     
assurance that the Surviving Corporation will be able to satisfy the other      
Nasdaq SmallCap Market (or NMS) listing standards, or that the Nations Flooring 
Common Stock will be approved for listing on either the Nasdaq SmallCap Market  
or the NMS. In addition, as a result of the Reverse Stock Split, stockholders   
owning less than 400 shares of Common Stock or a number of shares of Common     
Stock not evenly divisible by 400 will receive "odd-lots" of less than 100      
shares of Nations Flooring Common Stock after the Merger. Such holdings may be  
more difficult to sell, and, in general, brokerage commissions and other costs  
of transactions in such "odd-lot" holdings may be higher than the cost of       
transactions in excess or in even multiples of 100 shares. Stockholders may wish
to consult with their brokers concerning such potential increased commissions   
and other costs in respect of "odd-lot" holdings.                               

The Merger Agreement                                                            

  Set forth below is a description of certain material terms of the Merger
Agreement, other than the Reverse Stock Split, which is described above. This   
description does not purport to describe all terms of the Merger Agreement and  
is qualified in its entirety by reference to the Merger Agreement, a copy of    
which is attached as Attachment A to this Proxy Statement. Under the Merger     
Agreement, the Company would be merged with and into Nations Flooring a         
newly-formed wholly owned subsidiary of the Company that is incorporated in     
Delaware, with Nations Flooring as the surviving corporation in the Merger.     
Nations Flooring has not conducted any business other than with respect to the  
proposed Merger. The Merger would not result in any change in the business,     
management, executive officers, directors, location of principal executive      
offices, assets, liabilities or net worth of the Company. By operation of law,  
upon the completion of the Merger, all assets, property, rights liabilities and 
obligations of the Company would be transferred to and assumed by Nations       
Flooring as the surviving corporation. Shareholders will not have any statutory 
"dissenters' rights" under the NYBCL with respect to the Merger.                

     Effect on Capital Stock. The securities of Nations Flooring to be issued to
Company stockholders in the Merger will not be registered under the Securities  
Act of 1933, as amended (the "Securities Act"), in reliance upon Rule 145(a)(2) 
promulgated under the Securities Act and such securities of Nations Flooring    
will not be deemed to be "restricted securities" within the meaning of Rule     
144(a)(3) under the Securities Act, to the extent the holders thereof do not    
currently hold restricted securities of the Company .                           

  Certificates. Upon completion of the Merger, holders of shares of Common
Stock will be required to surrender their certificates representing Common Stock
in exchange for certificates representing Surviving Corporation Common Stock.   

Upon consummation of the Merger, certificates representing shares of Common     
Stock will be deemed to represent that number of shares of Nations Flooring     
Common Stock equal to one-fourth of the number of shares of Common Stock        
reflected on such certificates immediately prior to the Merger. Do not send     
stock certificates to the Company with your proxy. See "Transmittal Procedures,"
below.                                                                          

   Accounting Treatment of the Merger. In accordance with generally accepted
accounting principles, the Company expects that the Merger will be accounted for
as a reorganization of entities under common control at historical cost in a    
manner similar to a pooling of interests. Under this accounting method, the     

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assets and liabilities of the combining entities will be carried forward at     
their recorded historical book values.                                          

   Certain Federal Income Tax Consequences. For federal income tax purposes,
the Reincorporation, (including the Merger) will be treated as a tax-free       
reorganization. Consequently, no gain or loss will be recognized by holders of  
the shares of Common Stock and no gain or loss will be recognized by the        
Company. In addition, for these purposes, the reverse stock split will not      
result in recognized gain or loss to the holders of Common Stock of the Company.
Accordingly, holders of shares of Nations Flooring Common Stock will have the   
same aggregate basis in those shares as the aggregate basis they had in the     
Common Stock before the Reincorporation, Merger and Reverse Stock Split.        
Furthermore, the holding period of shares of Nations Flooring Common Stock will 
include the period in which the Common Stock was held prior to the              
Reincorporation and Reverse Stock Split.                                        

   Conditions to the Merger; Amendment; Waiver; Termination. The obligations
of the Company to effect the Merger are subject to the following conditions:    

  (a) obtaining the requisite Company stockholder approvals for the Merger
and the Merger Agreement pursuant to the NYBCL (see "Vote Required for Approval 
of the Reincorporation Proposal," below);                                       

  (b) obtaining the consent of the commissioner of taxation and finance to
the Merger, as provided in Section 907(f) of the NYBCL; and                     

     (c) the absence of any material pending or threatened litigation concerning
the Merger or other transaction contemplated by the Merger Agreement.           

  The Merger Agreement may be amended and any of its provisions, including
any conditions precedent, may be waived by the Company at any time prior to the 
completion of the Merger, if, in the sole judgment of the Board of Directors,   
such amendment would not adversely affect the rights and interests of the       
Company's stockholders thereunder. Notwithstanding any approval by the          
stockholders of the Company of the Reincorporation Proposal, the Merger         
Agreement may be terminated and the Merger may be abandoned at any time prior to
the completion of the Merger by the Board of Directors, if the Board of         
Directors determines for any reason that the consummation of the transactions   
contemplated by the Merger Agreement would not be advisable or in the best      
interests of the Company and its stockholders.                                  

Vote Required For Approval Of The Reincorporation Proposal                      

    Approval of the Reincorporation Proposal will require the affirmative vote
of the holders of two-thirds of the outstanding shares of Common Stock entitled 
to vote at the Special Meeting. The Company's officers and directors, who       
together may be deemed to beneficially own 69.5% of the Common Stock of the     
Company, have indicated that they intend to vote FOR the Reincorporation        
Proposal. Proxies solicited by the Board of Directors will be voted FOR the     
Reincorporation Proposal unless stockholders specify otherwise. A vote for the  
Reincorporation Proposal will be a vote for (i) the Reincorporation from New    
York to Delaware through the Merger; and (ii) the other transactions            
contemplated by the Merger Agreement, including the Reverse Stock Split and the 
Name Change.                                                                    

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Fractional Share Procedures                                                     

  As described above, fractional shares, or certificates representing such
fractional interests, will be issued in the Merger. See "The Reverse Stock      
Split." These fractional shares will entitle the holder thereof to exercise     
voting rights, receive dividends thereon and to participate in any of the assets
of the corporation in the event of a liquidation.                               

Transmittal Procedures                                                          

    Upon completion of the Merger, the exchange agent appointed by the Company
(the "Exchange Agent") will send to all record holders of Common Stock a letter 
of transmittal and such other documents as may be required by the Exchange Agent
(together, the "Transmittal Documents"). As provided in the Merger Agreement,   
each holder of a certificate or certificates formerly representing Common Stock 
will be required to surrender such certificate or certificates to the Exchange  
Agent for cancellation, together with completed Transmittal Documents. Each     
holder of such a stock certificate shall be entitled to receive therefor, upon  
surrender thereof and delivery of completed Transmittal Documents, a certificate
representing the number of shares of Nations Flooring Common Stock into which   
such shares of Common Stock were converted in the Merger.                       

THE COMPANY URGES ALL SHAREHOLDERS TO CAREFULLY READ THIS BOARD PROPOSAL 1,     
ATTACHMENT B HERETO DESCRIBING CERTAIN PRINCIPAL DIFFERENCES BETWEEN NEW YORK   
AND DELAWARE CORPORATION LAW; AND ATTACHMENT A, C AND D HERETO, WHICH CONTAIN   
THE MERGER AGREEMENT, THE NATIONS FLOORING CERTIFICATE OF INCORPORATION AND THE 
NATIONS FLOORING BY-LAWS, RESPECTIVELY.                                         

The Board of Directors recommends that shareholders vote FOR the      
Reincorporation Proposal.                                                       

APPROVAL OF THE 1997 STOCK OPTION PLAN

In December 1996, the Board of Directors approved the Plan in order to
provide an incentive to non-employee directors and to officers and certain other
key employees of and consultants to the Company by making available to them an  
opportunity to acquire a proprietary interest or to increase their proprietary  
interest in the Company. The Plan provides for the award of options (each an    
"Award") representing or corresponding to up to 1,250,000 shares of Common      
Stock. Any Award issued under the Plan which is forfeited, expires or terminates
prior to vesting or exercise will again be available for Award under the Plan.  

Board Recommendation                                                            

The Board of Directors recommends a vote FOR this proposal. Proxies   
solicited by the Board of Directors will be so voted unless stockholders specify
otherwise in their proxy.                                                       

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Description                                                                     

The following description of the Plan is qualified in its entirety by 
reference to the full text of the Plan which is set forth as Attachment E to    
this Proxy Statement.                                                           

    The Committee administers the Plan. The Committee, as defined in the Plan,
has the full power and authority, subject to the provisions of the Plan, to     
designate participants, grant Awards and determine the terms of all Awards. The 
Committee has the right to make adjustments with respect to Awards granted under
the Plan in order to prevent dilution of the rights of any holder. Non-employee 
directors, including members of the Committee are not eligible to receive       
discretionary Awards under the Plan but automatically receive upon becoming such
a director or upon stockholder approval of the plan and each year thereafter    
non-qualified stock options ("NQSO's) to purchase 10,000 shares of Common Stock 
at an exercise price equal to the fair market value on the date of grant.       
Members of the Committee are disinterested within the meaning of Section 16 of  
the Securities Exchange Act of 1934, as amended, and outside directors within   
the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended  
(the "Code").                                                                   

     Options Issued Under the Plan. The terms of specific options are determined
by the Committee. Options granted may be NQSO's or incentive stock options      
within the meaning of Code Section 422 ("ISO's"). The exercise price per share  
for a non-qualified option is subject to the determination of the Committee.    
Incentive stock options may not be granted at less than 100% of the fair market 
value at the date of grant. Each option will be exercisable for the period or   
periods specified in the option agreement, which will not exceed 10 years from  
the date of grant.                                                              

    Upon the exercise of an option, the option holder shall pay to the Company
the exercise price plus the amount of the required Federal and state withholding
taxes, if any. Options may be exercised and the withholding obligation may be   
paid for with cash and, with the consent of the Committee, shares of Common     
Stock, other securities (including options) or other property. The period after 
termination of employment during which an option may be exercised is as         
determined by the Committee. In the absence of any specific determination by the
Committee, the following rules will apply. The unexercised portion of any option
granted under the Plan will generally be terminated (a) 30 days after the date  
on which the optionee's employment is terminated for any reason other than (i)  
cause, (ii) retirement or mental or physical disability or (iii) death; (b)     
immediately upon the termination of the optionee's employment for cause; (c)    
three months after the date on which the optionee's employment is terminated by 
reason of retirement or mental or physical disability; or (d)(i) 12 months after
the date on which the optionee's employment is terminated by reason of the death
of the employee, or (ii) three months after the date on which the optionee shall
die if such death shall occur during the three-month period following the       
termination of the optionee's employment by reason of retirement or mental or   
physical disability.                                                            

Awards Granted                                                                  

   No options have been granted to date under the Plan. Eligible persons may

receive grants under the Plan in the future at the discretion of the            
Compensation Committee.                                                         

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Federal Income Tax Consequences                                                 

 Set forth below is a description of the federal income tax consequences
under the Code, of the grant and exercise of the benefits awarded under the     
Plan. This description does not purport to be a complete description of the     
federal income tax aspects of the Plan. The summary does not include any        
discussion of state, local or foreign income tax consequences or the effect of  
gift, estate or inheritance taxes, any of which may be significant to a         
particular employee eligible to receive options.                                

There will be no federal income tax consequences to employees or the  
Company on the grant of a NQSO. On the exercise of a NQSO, the employee         
generally will have taxable ordinary income, subject to withholding, equal to   
the excess of the fair market value of the shares of Common Stock received on   
the exercise date over the option price of the shares. The Company will be      
entitled to a tax deduction in an amount equal to the amount of income          
recognized by the employee provided the Company complies with applicable        
withholding and/or reporting rules. Any ordinary income realized by an employee 
upon exercise of a NQSO will increase his tax basis in the Common Stock thereby 
acquired.                                                                       

Any gain or any loss recognized upon the subsequent disposition of the
acquired Common Stock will be a capital gain or loss, and will be a long-term   
gain or loss if such shares of Common Stock are held for more than one year.    

An employee who surrenders shares of Common Stock in payment of the   
exercise price of a NQSO will not recognize gain or loss on his surrender of    
such shares, but will recognize ordinary income on the exercise of the NQSO as  
described above. Of the shares received in such an exchange, that number of     
shares equal to the number of shares surrendered will have the same tax basis   
and capital gains holding period as the shares surrendered. The balance of the  
shares received will have a tax basis equal to their fair market value on the   
date of exercise, and the capital gains holding period will begin on the date of
exercise.                                                                       

  If the Company delivers cash, in lieu of fractional shares, the employee
will recognize ordinary income equal to the cash paid and the fair market value 
of any shares issued as of the date of exercise. An amount equal to any such    
ordinary income will be deductible by the Company, provided it complies with    
applicable withholding requirements.                                            

With respect to ISO's, no compensation income is recognized by a      
participant, and no deduction is available to the Company, upon either the grant
or exercise of an ISO. However, the difference between the exercise price of an 
ISO and the market price of the Common Stock acquired on the exercise date will 
be included in alternative minimum taxable income of a participant for the      
purposes of the "alternative minimum tax." Generally, if an optionee holds the  
shares acquired upon exercise of ISO's until the later of (i) two years from the
grant of the ISO's or (ii) one year from the date of acquisition of the shares  

upon exercise of ISO's, any gain recognized by the participant on a sale of such
shares will be treated as capital gain. The gain recognized upon the sale is the
difference between the option price and the sale price of the Common Stock. The 
net federal income tax effects on the holder of ISO's generally is to defer,    
until the shares are sold, taxation of any increase in the value of the Common  
Stock from the time of grant to the time of exercise, and to treat such gain as 
capital gain. If the optionee sells the shares prior to the expiration of the   
holding period set forth above, the optionee will realize ordinary compensation 
income in an amount equal to the difference between the exercise price and the  
fair market value on the exercise date. The compensation income will be added to
the optionee's basis for purposes of determining the gain on the sale of the    
shares. Such gain will be capital gain if the shares are held as capital assets.
If the                                                                          

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application of the above-described rule would result in a loss to the optionee, 
the compensation income required to be recognized thereby would be limited to   
the excess, if any, of the amount realized on the sale over the basis of the    
shares sold. If an optionee disposes of shares obtained upon exercise of an ISO 
prior to the expiration of the holding period described above, the Company      
generally will be entitled to a deduction in the amount of the compensation     
income that the optionee recognizes as a result of the disposition. However, the
use by an optionee of shares previously acquired pursuant to the exercise of an 
ISO to exercise an incentive stock option will be treated as a taxable          
disposition if the transferred shares have not been held by the optionee for the
requisite holding period described above.                                       

Section 162(m) of the Code, which generally disallows the annual tax  
deduction for compensation over $1,000,000 paid to the Chief Executive Officer  
and certain other highly compensated executive officers, provides that          
"performance-based" compensation will not be subject to the $1,000,000 deduction
limitation. Since an employer is not entitled to a deduction upon the grant or  
exercise of an ISO in any event, this provision does not affect the Company's   
tax treatment with regard to ISO's. Options (other than ISO's) granted under a  
plan approved by stockholders with an exercise price equal to the fair market   
value of the underlying stock as of the date of grant are considered            
performance-based compensation, if certain requirements are met. The Plan meets 
such requirements and, accordingly, any income realized by employees with       
respect to options granted under the Plan is not subject to the deduction       
limitation of Section 162(m).                                                   

     The Plan is not subject to any provisions of the Employee Retirement Income
Security Act of 1974 and is not qualified under Section 401(a) of the Code. The 
Committee may take such additional steps as are necessary to ensure that other  
Awards under the Plan qualify for exemption from the deduction limitations of   
Code Section 162(m).                                                            

EXECUTIVE COMPENSATION

     The following table sets forth for the fiscal year ended December 31, 1995,
the compensation for services in all capacities to the Company of the person who
was at December 31, 1995 the President of the Company. No executive officer of  
the Company received salary and bonus in excess of $100,000 during the fiscal   

year ended December 31, 1995.                                                   

            Annual
            Compensation
Name and                             ------------------   Other Annual          
Principal Position                   Salary $   Bonus $   Compensation          
------------------                   --------   -------   ------------          
Philip A. Herman(1)                  0          0         0                     
Chairman of the Board and President                                             

---------------                                                                 
(1) Certain entities controlled by Mr. Herman received fees from the Company for
the year ended December 31, 1995 as follows: Branin Investments, Inc.   
("Branin"), a principal shareholder of the Company, acted as advisor in 
   connection with the Company's obtaining on June 2, 1995 $15,200,000 in term
    and revolving loans for the Company's subsidiary, Carpet Barn, Inc. ("Carpet
Barn" or "CBI") from First Source Financial, L.L.P. (the "Financing") as
well as the concurrent                                                  

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   private offerings (the "Concurrent Offerings") of notes and preferred stock
of Carpet Barn Holdings, Inc. ("CBH"). These financing transactions     
  facilitated the Company's acquisition of the business of Carpet Barn, Inc.
 For its role as advisor, Branin became entitled to receive a fee of 3% of
   the aggregate proceeds received in the Financing upon the consummation of a
 public offering of the Company's common stock (the "Public Offering"), if
any. The Concurrent Offerings in the aggregate amount of $4,655,000     
consisted of the sale $1,940,000 in notes at a per note unit price of   
 $200,000 and $2,715,000 of preferred stock at a per share price of $1,000
  and a per preferred stock unit price of $250,000. For each preferred stock
  unit sold, the Company issued 145,250 shares of Common Stock, and for each
note unit sold, the Company issued 63,640 shares of Common Stock, for an
aggregate of 2,194,730 shares of Common Stock issued in the Concurrent  
 Offerings. Branin became entitled to receive a fee of 3% of the aggregate
proceeds from the Concurrent Offerings upon the consummation of a Public
   Offering, if any. Philip A. Herman, the Chairman of the Board and President
of the Company, is a principal of Branin. The total of such fees is     
approximately $650,000, which Branin has agreed to waive in exchange for
    increasing its management consulting fees discussed in the next paragraph to
   $2,000 per month effective in the month of the Public Offering. There is no
    assurance a Public Offering will be consummated, and therefore the Company's
financial statements do not contain any provision or liability for these
   fees. In May 1996, the Company incurred a liability to Branin of $46,600 as
   a result of interest and dividend payments on CBH securities made by Branin
   on behalf of CBH. Further dividend payments of $46,600 per month thereafter
   have been made by Branin on these securities, resulting in an obligation to
    Branin as of November 1, 1996 in the amount of $326,200. In May 1996, Branin
 paid the Company approximately $6,000 for consulting services rendered to
Branin by employees of the Company. Further, the Company's executive    
    offices, which it occupies rent-free, are located at Branin's offices in New
York City.                                                              

  In addition, CBI has entered into consulting arrangements with (a) Branin,

   pursuant to which CBI was obligated to pay $35,000 per month to Branin and,
  (b) PAH Marketing, Inc. ("PAH"), a company controlled by Philip A. Herman,
 pursuant to which CBI was obligated to pay $5,000 per month to PAH. These
arrangements were revised as of September 1, 1996 to provide for payment
    obligations to Branin of $10,000 per month and to discontinue obligations to
  PAH. As of September 1, 1996, CBI owed Branin $190,000 in respect of these
obligations. These arrangements were entered into for the purpose of    
providing the Company with management advisory services in the areas of 
operations management, financing and acquisitions.                      

   C.B. Realty, Inc. ("CB Realty"), which is owned by four shareholders of the
   Company, including David Herman, Philip Herman's son, acquired the land and
   building previously owned by Carpet Barn. In connection with such purchase,
  the Company loaned $288,000 to CB Realty, payable over a three-year period
  in monthly installments of $9,293, including interest at a rate of 10% per
annum. CB Realty simultaneously entered into a lease agreement with the 
   Company pursuant to which the Company leased the land and building in which
   it conducts its operations for a three year term with annual lease payments
of approximately $100,000.                                              

 Compensation. No director of the Company received remuneration from the
Company. Directors do not currently receive fees or other remuneration from the 
Company. The Company is currently contemplating entering into an employment     
agreement with Mr. Herman pursuant to which Mr. Herman will initially receive no
base salary but may receive bonuses and may be granted a base salary in the     
future, within the discretion of the board of directors. William Poccia, Chief  
Financial Officer of the Company, is being remunerated by the Company at the    
rate of $100,000 per year.                                                      

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    Bonus Plan. In June 1995, the Company initiated a Management Bonus Program
(the "Bonus Plan") pursuant to which the Company could make available for       
bonuses to certain members of management of the Company (including Steven Chesin
and Jeffrey Wiens) an aggregate amount equal to 2% of the Earnings Before Income
Taxes (as defined below) of the Company for each fiscal year, with the Company's
management to have the right to determine how such bonus amount would be        
allocated among its members. If all of the members of the Company's management  
issued a written statement recommending allocation, the bonus would be allocated
as such; and if no written statement was issued, the President of the Company   
could allocate the bonus in his discretion. "Earnings Before Income Taxes" meant
earnings before income taxes of the Company for the relevant fiscal year. There 
were no bonuses paid in 1995 or 1996. The Bonus Plan was terminated in October  
1996. Those officers eligible for bonuses under the Bonus Plan will be eligible 
to participate in the Plan. See "Approval of the 1997 Stock Option Plan -       
Description."                                                                   

 EMPLOYMENT AGREEMENTS

 Mark Szporka. Pursuant to a five-year employment agreement, dated as of
June 2, 1995, Mr. Szporka was employed as the Company's Chief Financial Officer 
at an annual salary of $120,000 per year, subject to annual pay increases at the
Company's discretion. This employment was terminated for cause by the Company by
letter dated August 5, 1996. Pursuant to his employment agreement, Mr. Szporka  

was entitled to participate in the Bonus Plan as a member of "management" for   
any fiscal year during which he had been employed for at least six months. Mr.  
Szporka's termination and severance provisions were comparable to those for Mr. 
Chesin. In addition, Mr. Szporka, under the terms of his employment agreement,  
purchased at $0.001 per share 871,500 shares of Common Stock on June 1, 1995.   
290,500 shares were deemed to be consideration for services provided to the     
Company prior to June 1, 1995 in connection with the acquisition of the business
of Carpet Barn. Such shares were deemed to be "founders shares" and were        
considered to have been purchased at market value, and, therefore, no           
compensation expense was recognized in the Company's consolidated financial     
statements in connection with these shares. Also, pursuant to the employment    
agreement, 581,000 shares of Common Stock ("Escrow Shares") were deposited into 
an escrow account on June 1, 1995. All dividends on and voting rights of the    
Escrow Shares belonged to the Company until such time as the Escrow Shares would
be released from escrow. Upon the first anniversary of Mr. Szporka's employment 
and each of the following four such anniversaries, 116,200 of the Escrow Shares 
were to be released to Mr. Szporka together with all rights and privileges      
thereto. In the event the Company did not meet certain operating goals, as      
described in the employment agreement, the Company had the right to repurchase  
those shares at $.01 per share. As of December 31, 1995, Mr. Szporka's right to 
receive 68,122 of the Escrow Shares was canceled because the Company did not    
meet certain operating goals described in the employment agreement during the   
operating period then ended. As a result of the Company's termination of Mr.    
Szporka's employment for cause, it became entitled to repurchase the 581,000    
Escrow Shares from Mr. Szporka for $.01 per share. Such repurchase was effected 
in October, 1996.                                                               

  On September 11, 1996, Mr. Szporka sued the Company and its subsidiaries
and the Company's directors in District Court in Clark County, Nevada alleging  
that his employment agreement was wrongfully terminated, that the Company       
violated duties of good faith and fair dealing with him and that he was         
tortiously discharged. He seeks unspecified compensatory damages in excess of   
$10,000, punitive damages, injunctive and declaratory relief, attorney's fees   
and costs and such other relief as the court                                    

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deems just and equitable. The Company believes that it has meritorious defenses 
and intends to vigorously pursue them. Moreover, the Company is considering     
whether it has counterclaims against Mr. Szporka.                               

 KEY EMPLOYEES

 The Company believes that the following employees of the Company are of
special value to the Company's existing floor covering business and to the      
implementation of its growth strategy.                                          

     Steven Chesin has been Senior Vice President and Chief Operating Officer of
Carpet Barn, Inc. since July 28, 1995. Prior to joining the Company, Mr. Chesin 
served as President of Steve's Floor Covering, Inc., a carpet installer, from   
its founding in 1977, when Mr. Chesin was only 15 years old, to the Company's   
acquisition of Steve's in July 1995.                                            

     Pursuant to an employment agreement, dated as of July 28, 1995, between Mr.

Chesin and the Company, Mr. Chesin is serving as Senior Vice President and Chief
Operating Officer of Carpet Barn for a three-year period, with successive       
one-year automatic extensions to his employment unless either party gives the   
other at least 90 days' notice of termination prior to the end of any term. His 
current salary has been increased to $125,000 per year from its initial $75,000 
level and is subject to annual pay increases at the Company's discretion. Mr.   
Chesin was eligible to participate in the Bonus Plan until its termination in   
October 1996. Mr. Chesin's employment is terminable for cause which includes    
the Company's failure (a "Target Failure") to achieve net income equal to or    
greater than (a) 75% of the projected net income for any fiscal quarter or (b)  
85% of the projected net income for any two consecutive fiscal quarters. Mr.    
Chesin will receive two months' severance pay, plus an additional month's       
severance pay for each full year of employment that has elapsed, if the         
agreement terminates due to a Target Failure or Mr. Chesin's total disability.  

     Jeffrey Wiens has been Controller of the Company since July 1995. From 1988
to July 1995, Mr. Wiens served in various capacities, principally in the        
Minneapolis, Minnesota office of McGladrey & Pullen, LLP, the Company's         
independent auditors, including serving as a member of the audit staff from 1988
to July 1994 and as Manager from August 1994 to July 1995. Pursuant to an       
employment agreement, dated as of July 5, 1995, the Company employs Mr. Wiens as
its Controller for a two-year period, with successive one-year automatic        
extensions of his employment unless either party gives the other at least 90    
days' notice of termination prior to the end of any term. Pursuant to the       
agreement, Mr. Wiens' salary has been increased to $60,000 per year from its    
initial $50,000 level and is subject to annual pay increases at the Company's   
discretion. Until its termination, Mr Wiens was entitled to participate in the  
Bonus Plan.                                                                     

    Alan Ember has extensive experience in the floor covering industry and was
recently hired by the Company to develop retail facilities in Phoenix and other 
markets in the southwestern United States. Mr. Ember's responsibilities includes
merchandising, marketing, advertising, sales training and program development.  
From September, 1994 until he was hired by the Company, Mr. Ember was the       
Divisional President of Carpetmax in Phoenix, Arizona and was responsible for   
the entire operation of that division. Prior to that, from November 1993, Mr.   
Ember was the General Manager for Carpeteria in Tuscon. From March 1993, Mr.    
Ember served as General Manager for Broadway Carpet, also in Tuscon. From       
September 1992, he was the carpet division and advertising manager for Tile City
in Pittsburgh, Pennsylvania. Prior to that, Mr. Ember was the General Manager   
for Apollo Carpet in Tuscon, Arizona.                                           

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  Pursuant to an employment agreement dated May 28, 1996 between Mr. Ember
and the Company, Mr. Ember is serving as Senior Vice President of Carpet Barn   
for a three-year period with successive one- year automatic extensions unless   
either party gives the other at least 90 days notice of termination prior to the
end of any term. His current salary is $125,000 per year plus a bonus of 25% of 
Earnings Before Interest and Taxes, as defined in the employment agreement      
("EBIT"), payable in Common Stock of the Company 15 days after the Company's    
financial statements are finalized. Mr. Ember's employment is terminable for    
cause, which includes the failure (a "Target Failure") to achieve EBIT equal to 
or greater than (a) 75% of the projected EBIT in any fiscal quarter, or (b) 85% 

of the projected ebit for the entity managed by Mr. Ember for any two           
consecutive fiscal quarters. Mr. Ember will receive two months severance pay,   
plus one additional month severance pay for each full year of employment, if the
agreement terminates due to a Target Failure or Mr. Ember's total disability.   

  Judy Hightower has been the design services manager at Carpet Barn, Inc.
since joining the Company in October 1995. Ms. Hightower established the        
Company's first window and wallcovering division and was also responsible for   
designing, implementing and opening the Company's new design center and retail  
facility in Las Vegas. From 1991 until she joined the Company, Ms. Hightower    
provided similar design services to several large home builders in the Las Vegas
area.                                                                           

Robert Smith has extensive experience in operating and managing floor 
covering warehouses and distribution centers and was hired by the Company to    
manage and operate its warehouses and the distribution of its products in the   
Las Vegas market. From January 1995 until he joined the Company in June 1996, Mr
Smith was the Director of Broadloom Installation for Giant Carpet in Moonachie, 
New Jersey, where he supervised and coordinated the installation of carpeting   
for thirty-eight retail stores. Prior to that, from March 1991, Mr. Smith was   
the Terminal Manager and Operations Consultant for Apex Express, Inc., located  
in New York, New York. In that capacity, Mr. Smith managed the warehousing,     
delivery and assembly of office furniture and exercise equipment and designed   
and implemented delivery and in-house assembly programs for United Stationers in
Edison, New Jersey.                                                             

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 PRINCIPAL STOCKHOLDERS AND HOLDINGS OF MANAGEMENT

    The following table sets forth certain information as of October __, 1996,
regarding (i) each person known by the Company to be the beneficial owner of    
more than 5% of the outstanding shares of common stock, (ii) each director,     
nominee and Named Executive Officer of The Company and (iii) all officers and   
directors as a group.                                                           

                           Number of Shares      Percentage of
Name & Address of                     and Nature of        Outstanding          
Beneficial Owner                  Beneficial Ownership       Shares             
----------------------------      --------------------    -------------         
Philip A. Herman (1)                                                            
c/o Branin Investments, Inc.                                                    
100 Maiden Lane                                                                 
New York, NY 10038                      10,131,050            69.5%             

Branin Investments, Inc. (2)                                                    
100 Maiden Lane                                                                 
New York, NY 10038                       1,252,412             8.6              

Facundo Bacardi (3)                                                             
100 Maiden Lane                                                                 
New York, NY 10038                       5,741,985            39.4              

Icarus Investments, Ltd. (4)                                                    
100 Maiden Lane                                                                 
New York, NY 10038                       3,515,414            24.1              

Michael Mindlin (5)                        576,800             4.0              

Gary Peiffer (6)                           139,850              *               

William Poccia                                   0              *               

All Directors and Executive                                                     
Officers as group (5 persons):          10,131,050            69.5              

* Less than one percent                                                         

(1) Includes an aggregate of 10,131,050 shares issued to Mr. Herman as voting   
   trustee pursuant to a Voting Trust Agreement, dated May 30, 1995, among Mr.
  Herman and certain shareholders of the Company, which shares Mr. Herman is
   deemed to beneficially own. 1,252,412 of such shares are held by Branin, of
which Mr. Herman is a principal. Excludes 2,905 shares held by each of  
   Richard and Ruth Herman and 62,458 shares held by David Herman, all members
of the immediate family of Mr. Herman. Mr. Herman disclaims beneficial  
ownership of the shares held by such family members.                    

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(2) Excludes 290,000 shares held through the voting trust referenced in Note 1, 
above, for the benefit of Mr. Herman.                                   

(3) Includes an aggregate of 4,872,484 shares held by various affiliates of Mr. 
    Bacardi (including 3,515,414 shares held by Icarus Investments Ltd., 305,025
shares held by each of Stylish Investments Ltd. and Delphic Investments 
Ltd., and 747,021 shares held by Designed Investments Ltd.). All of such
shares are held in the voting trust referred to in note 1, above.       

(4) Excludes shares held by Mr. Bacardi and his other affiliates. Mr. Bacardi   
  has sole voting and dispositive power with respect to the shares of Common
   Stock owned by this entity. All of such shares are held in the voting trust
referred to in note 1, above.                                           

(5) Includes 576,800 shares held by Mr. Mindlin's spouse, as to which he        
 disclaims beneficial ownership. All of such shares are held in the voting
trust referred to in note 1, above.                                     

(6) All of such shares are held in the voting trust referred to in note 1,      
above.                                                                  

STOCKHOLDERS PROPOSALS

   Any proposal that a stockholder intends to present for action at the 1997
Annual Meeting of Stockholders, currently scheduled for ____, 1997, must be     
received by the Company no later than _______, 1997 in order for the proposal to
be included in the proxy statement and form of proxy for the 1997 Annual Meeting
of Stockholders. The proposal should be sent to the Secretary, Ragar Corp., 100 
Maiden Lane, New York, New York 10038.                                          

OTHER BUSINESS

The Board of Directors of the Company knows no other matters to be    
presented at the Special Meeting of Stockholders. However, if any other matters 
properly come before the meeting, or any adjournment thereof, it is intended    
that proxies in the accompanying form will be voted in accordance with the      
judgment of the persons named therein.                                          

COST OF SOLICITATION

    Solicitation other than by mail may be made personally and by telephone by
regularly employed officers and employees of the Company who will not be        
additionally compensated therefor. The Company will request brokers, dealers,   
banks or voting trustees, or their nominees, who hold stock in their names for  
others or hold stock for others who have the right to give voting instructions, 
to forward proxy materials to their principals and request authority for the    
execution of the proxy card and will reimburse such institutions for their      
reasonable expenses in so doing. The total cost of soliciting proxies will be   
borne by the Company.                                                           

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    It is important that your shares be represented at the meeting. If you are
unable to be present in person, you are respectfully requested to sign the      
enclosed proxy and return it in the enclosed stamped and addressed envelope as  
promptly as possible.                                                           

                                 By Order of the Board of Directors,

               Philip A. Herman,
                     Chief Executive Officer
New York, New York                                                              
______, 1997                                                                    

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                                                                    ATTACHMENT A

AGREEMENT AND PLAN OF MERGER

  AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of December __,
1996, by and between Ragar Corp., a New York corporation ("Ragar"), and Nations 
Flooring, Inc., a Delaware corporation ("Nations" or the "Surviving             
Corporation") (Ragar and Nations are sometimes hereinafter referred to as the   
"Constituent Corporations").                                                    

W I T N E S E T H:

     WHEREAS, Ragar is a corporation duly organized on July 19, 1988 and validly
existing under the laws of the State of New York;                               

  WHEREAS, Nations is a corporation duly organized on __________, 1996 and
validly existing under the laws of the State of Delaware;                       

 WHEREAS, Ragar is duly authorized to issue 120,000,000 shares of common
stock, par value $.001 per share ("Ragar Common Stock"), of which 14,569,586    
shares of Ragar Common Stock are validly issued and outstanding, fully paid and 
non-assessable;                                                                 

 WHEREAS, Nations is duly authorized to issue 21,000,000 shares of stock
consisting of 20,000,000 shares of common stock, par value $.001 per share      
("Nations Common Stock"), and 1,000,000 shares of preferred stock, par value    
$.001 per share ("Nations Preferred Stock"), of which [ten (10)] shares of      
Nations Common Stock and no shares of Nations Preferred Stock are issued and    
outstanding, fully paid and non-assessable; and                                 

WHEREAS, the Boards of Directors of the Constituent Corporations have 
deemed it desirable and in the best interests of their respective corporations  
to merge Ragar with and into Nations in accordance with Section 252 of the      
Delaware General Corporation Law of the State of Delaware                       

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("DGCL") and with Section 905 of the New York Business Corporation Law ("NYBCL")
and in accordance with the provisions of Section 368 of the Internal Revenue    
Code of 1986, as amended.                                                       

NOW, THEREFORE, in consideration of the foregoing and of the mutual   
covenants herein contained, the parties hereto agree as follows:                

1. Merger. Ragar shall be merged (the "Merger") with and into Nations.
Nations shall survive the Merger and shall continue to be governed by the laws  
of the State of Delaware, but the separate corporate existence of Ragar shall   
cease forthwith upon the Effective Date (as hereinafter defined).               

 2. Effective Date. Subject to the conditions hereinafter set forth, the
Merger shall become effective (the "Effective Date") upon the filing of a duly  
executed Certificate of Merger with the Secretary of State of the State of      
Delaware.                                                                       

     3. Certificate of Incorporation: By-Laws. From and after the Effective Date
and until thereafter amended or supplemented or repealed in accordance with     
their respective terms, the Certificate of Incorporation and the By-laws of     
Nations in the forms attached hereto as Exhibits A and B, respectively, shall be
the Certificate of Incorporation and the By-laws of the Surviving Corporation.  

4. Directors and Officers. The directors and officers of Nations      
immediately prior to the Effective Date shall be the directors and officers of  
the Surviving Corporation, each to hold office (subject to the By-laws of the   
Surviving Corporation) until their respective successors shall be duly elected  
or appointed and qualified.                                                     

   5. Conversion of Outstanding Stock of Ragar. Forthwith upon the Effective
Date, each of the issued and outstanding shares of Ragar Common Stock, and all  
rights in respect thereof, shall be converted into one-fourth (.25) fully paid  
and non-assessable shares of Nations Common Stock, and each certificate         
nominally representing shares of Ragar Common Stock shall for all purposes be   
deemed to evidence the ownership of the appropriate number of shares of Nations 
Common Stock. Fractional                                                        

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shares will be issued in the Merger to those stockholders of Ragar holding      
shares in an amount not divisible by four.                                      

6. Options, Warrants and Rights. At the Effective Date, all options,  
warrants or rights then outstanding which immediately prior thereto had given   
the holder thereof the right to purchase shares of Ragar Common Stock shall, by 
virtue of the Merger and without further action on the part of the holder       
thereof, be changed and converted into options, warrants or rights giving the   
holder thereof the right to purchase one-fourth the number of shares of Nations 
Common Stock at the same aggregate exercise price and containing such other     
terms and conditions as pertained under such options, warrants or rights        
immediately prior to the Effective Date.                                        

 7. Retirement of Organization Stock. Forthwith upon the Effective Date,
each of the ten (10) shares of Nations Common Stock presently issued and        
outstanding shall be retired, and no shares of Nations Common Stock or other    
securities of Nations shall be issued in respect thereof.                       

   8. Assets and Liabilities. At and after the Effective Date, Nations shall
succeed to and possess, without further act or deed, all of the estate, rights, 
privileges, powers and franchises (both public and private) and all of the      
property (real, personal and mixed) of each of the Constituent Corporations; all
debts due to Ragar shall be vested in Nations; all claims, demands, property,   
rights, privileges, powers and franchises and every other interest of either of 
the Constituent Corporations shall be as effectively the property of Nations as 
they were of the respective Constituent Corporations; the title to any real     
estate vested by deed or otherwise in Ragar shall not revert or be in any way   
impaired by reason of the Merger, but shall be vested in Nations; all rights of 
creditors and all liens upon any property of either of the Constituent          
Corporations shall be preserved, unimpaired, limited in lien to the property    
affected by such lien at the Effective Date; all debts liabilities and duties of

the Constituent Corporations shall thenceforth attach to Nations and may be     
enforced against it to the same extent as if such debts, liabilities and duties 
had been incurred or contracted by it; and Nations shall indemnify and          

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hold harmless the officers and directors of each of the Constituent Corporations
against all such debts, liabilities and duties and against all claims and       
demands arising out of the Merger.                                              

    9. Further Assurance of Title. If at any time Nations shall consider or be
advised that any acknowledgments or assurances in law or other similar actions  
are necessary or desirable in order to acknowledge or confirm in and to Nations 
any right, title or interest of Ragar held immediately prior to the Effective   
Date, Ragar and its proper officers and directors shall and will execute and    
deliver all such acknowledgments or assurances in law and do all things         
necessary or desirable to acknowledge or confirm such right, title or interest  
in Nations as shall be necessary to carry out the purposes of this Agreement,   
and Nations and its proper officers and directors are fully authorized to take  
any and all such action in the name of Ragar or otherwise.                      

    10. Conditions to Merger. The consummation of the Merger is subject to the
satisfaction of the following conditions prior to the Effective Date:           

  (a) This Agreement shall have been approved and adopted by the
requisite number of stockholders of each of the Constituent Corporations;       

    (b) Each of the Constituent Corporations shall have received, or
waived receipt of, such licenses, permits, consents, approvals, authorizations, 
qualifications, and orders of governmental authorities and parties to contracts 
with the Constituent Corporations as are necessary for consummation of the      
transactions contemplated by this Agreement; and                                

       (c) No preliminary or permanent injunction or other order issued by
any court of competent jurisdiction preventing the consummation of the Merger   
shall be in effect.                                                             

    11. Termination. This Agreement may be terminated and the Merger and other
transactions herein provided for abandoned at any time prior to the Effective   
Date (whether before or after adoption and approval of this Agreement by the    
stockholders of the Constituent Corporations) by action of the Board of         
Directors of Ragar if said Board of Directors determines that the consummation  

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of the transactions provided for herein would not, for any reason, be in the    
best interests of Ragar and its stockholders.                                   

   12. Deferral. Consummation of the transactions herein provided for may be
deferred by the Board of Directors of Ragar for a reasonable period of time if  
said Board of Directors determines that such deferral would be in the best      
interests of Ragar and its stockholders.                                        

    13. Name and Principal Office. The name of the Surviving Corporation shall

be Nations Flooring, Inc. and its principal executive offices shall be 100      
Maiden Lane, New York, New York, 10038. The principal office of the Surviving   
Corporation in the State of Delaware shall be c/o Prentice Hall Corporation     
System, Inc., 32 Loockerman Square, Suite L-100, Dover, Delaware 19901.         

    14. Descriptive Headings. The descriptive headings herein are inserted for
convenience of reference only and are not intended to be part of or to affect   
the meaning or interpretation of this Agreement.                                

 15. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware.                     

    16. Expenses and Rights of Stockholders. Nations shall pay all expenses of
carrying this Agreement into effect and of accomplishing the Merger.            

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   IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto
have executed this Agreement as of the year and date first above written.       

ATTEST:                                    RAGAR CORP.                          
                              a New York corporation

By:_______________________                 By:________________________          
Name:                                      Name:                          
Title:                                     Title:                         

ATTEST:                                    NATIONS FLOORING, INC.               
                              a Delaware corporation

By:_______________________                 By:________________________          
Name:                                      Name:                          
Title:                                     Title:                         

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                                                                    ATTACHMENT B

 PRINCIPAL DIFFERENCES BETWEEN NEW YORK AND DELAWARE CORPORATE LAW

   The following discussion summarizes certain principal differences between
New York Business Corporation Law (the "NYBCL") and the Delaware General        
Corporation Law (the "DGCL"). This summary does not purport to be a complete    
description of such corporation laws or the differences between stockholders'   
rights under each of the NYBCL and the DGCL, respectively, and is qualified by  
reference to each of the NYBCL and the DGCL.                                    

    Dividends. Under the NYBCL, dividends may be paid only out of surplus. The
DGCL provides that a corporation may, unless otherwise restricted by its        
certificate of incorporation, declare and pay dividends out of surplus, or if no
surplus exists, out of net profits for the current or preceding fiscal year     
(provided that the amount of capital of the corporation is not less than the    
aggregate amount of the capital represented by the issued and outstanding stock 
of all classes having a preference upon the distribution of assets).            

   Dissenters' Rights of Appraisal. Under the NYBCL, dissenting stockholders
who follow prescribed statutory procedures are entitled to appraisal rights in  
connection with certain mergers, consolidations and sales of all or             
substantially all the assets of a corporation. The DGCL provides similar rights 
and procedures for mergers and consolidations only. Furthermore, under the DGCL,
even in those cases, such rights are not provided in certain circumstances,     
including transactions in which shares of the corporation being voted in a      
merger or consolidation are listed on a national securities exchange, designated
as national market system securities by the National Association of Securities  
Dealers, Inc. (the "NASD") or are held of record by more than 2,000 stockholders
and in which the shares to be received in such merger or consolidation are      
shares of the surviving corporation or are listed on a national securities      
exchange or designated as national market system securities by the NASD or are  
held of record by more than 2,000 stockholders.                                 

Issuance to Officers, Directors and Employees of Rights or Options to 
Purchase Shares. The NYBCL requires the affirmative vote of a majority of the   
shares entitled to vote in order to issue to officers, directors or employees   
options or rights to purchase stock. The DGCL does not require stockholder      
approval of such transactions.                                                  

  Vote Required for Certain Business Combinations. The NYBCL requires that
certain mergers, consolidations and sales of all or substantially all of the    
assets not in the ordinary course of business be approved by the holders of     
two-thirds of the outstanding shares entitled to vote thereon. Under the DGCL,  
such transactions require approval by the holders of a majority of the          
outstanding shares entitled to vote thereon, and a vote of the stockholders of  
the surviving corporation is not necessary where, in the case of a merger, (i)  
no amendment of its certificate of incorporation or change in its outstanding   
shares is involved, and (ii) the merger results in no more than a 20% increase  
in its outstanding common shares.                                               

Loans to Directors. The NYBCL requires that loans to directors be     
authorized by an affirmative vote of stockholders as provided in the NYBCL.     

Under the DGCL, loans may be made to employees                                  

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or officers, even those who are also directors if, the Board of Directors finds 
that the loan may benefit the corporation.                                      

Interested Directors. The NYBCL requires the unanimous approval of    
disinterested directors for the approval of a transaction between a corporation 
and one or more of its directors or officers where the transaction has not been 
fully disclosed and approved by the shareholders entitled to vote thereon and a 
vote of disinterested directors are insufficient to constitute an act of the    
board. Under the DGCL, such a transaction may be approved by the affirmative    
votes of a majority of the disinterested directors even though the disinterested
directors do not constitute a quorum.                                           

Redeemable Shares. The NYBCL generally permits redemption only at the 
option of the corporation, while the DGCL permits redeemable shares to be       
redeemed at the option of the corporation or the stockholder.                   

Corporate Actions. The NYBCL permits corporate action without a       
stockholders' meeting only upon the written consent of all stockholders entitled
to vote on such action. The DGCL permits corporate action without a meeting of  
stockholders upon the written consent of the holders of that number of shares   
necessary to authorize the proposed corporate action being taken, unless the    
certificate of incorporation expressly provides otherwise, and then requires the
corporation to provide notice of the actions taken through such procedure to the
stockholders who did not vote with respect to such action.                      

Consideration for Shares. Under the NYBCL, neither obligations of the 
subscriber for future payments nor obligations of the subscriber for future     
services constitutes payment or partial payment for shares of a corporation.    
Furthermore, certificates for shares may not be issued until the full amount of 
the consideration therefor has been paid (except in the case of shares purchased
pursuant to stock options under a plan permitting installment payments). Under  
the DGCL, shares of stock may be issued, and deemed to be fully paid and        
nonassessable, if the corporation receives consideration (in the form of cash,  
services rendered, personal property, real property, leases of real property, or
a combination thereof) having a value not less than the par value of such       
shares, and the corporation receives a binding obligation of the subscriber to  
pay the balance of the subscription price.                                      

  Classification of the Board of Directors. The NYBCL permits a classified
board with as many as four classes but forbids fewer than three directors in any
class. The DGCL permits a classified board of directors with as many as three   
classes, but does not specify a minimum number of directors for each class.     
Neither the Surviving Corporation's new Certificate of Incorporation nor the    
Company's existing Certificate of Incorporation provides for a classified board.

Business Combination Statutes. The NYBCL prohibits any "business      
combination" (as therein defined) between a "resident domestic corporation" and 
an "interested stockholder" for five years after the date that the interested   
stockholder became an interested stockholder unless prior to that date the board
of directors of the domestic corporation approved the business combination or   

the transaction that resulted in the interested stockholder becoming an         
interested stockholder. After five years, such a business combination is        
permitted only if (i) it is approved by a majority of the shares not owned by,  
or by an affiliate of, the interested stockholder or (ii) certain statutory fair
price requirements are met. A "resident domestic corporation" is defined as any 
corporation that (i) is incorporated in New York, (ii) has its principal        
executive offices and significant business operations in New York or has at     
least 250 or 25% of its employees in New York (including employees of its 80%   
subsidiaries) and (iii) has at least 10%                                        

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of its stock beneficially owned by New York residents. An "interested           
stockholder" is any person who beneficially owns, directly or indirectly, 20% or
more of the outstanding voting shares of the corporation.                       

    The DGCL prohibits any "business combination" (as therein defined) between
a Delaware corporation and an "interested stockholder" for three years following
the date that the interested stockholder became an interested stockholder unless
(i) prior to that date the board of directors approved the business combination 
or the transaction that resulted in the interested stockholder becoming an      
interested stockholder, (ii) upon consummation of the transaction that resulted 
in the interested stockholder becoming an interested stockholder, the interested
stockholder held at least 85% of the outstanding voting stock of the corporation
(not counting shares owned by officers and directors and certain shares in      
employee stock plans) or (iii) on or subsequent to such date the business       
combination is approved by the board of directors and at least two-thirds of the
outstanding shares of voting stock not owned by the interested stockholder. The 
DGCL defines "interested stockholder" as any person who beneficially owns,      
directly or indirectly, 15% or more of the outstanding voting stock of the      
corporation. Unlike New York, Delaware does not require that the corporation's  
principal executive offices or significant operations be located in Delaware in 
order to be covered by this provision.                                          

  Number of Directors. Under the NYBCL, the number of directors may not be
less than three, and any higher number may be fixed by the bylaws or by action  
of the stockholders or of the board of directors under specific provisions of   
the bylaws adopted by the stockholders. The number of directors may be increased
or decreased by amendment of the bylaws or by action of the stockholders or of  
the board of directors under the specific provisions of a bylaw adopted by the  
stockholders, subject to certain conditions.                                    

     Under the DGCL, a corporation may have as few as one director and there are
no maximum limits. The specific number may be fixed in the certificate of       
incorporation but if so, it may be changed only with both board of directors and
stockholder approval. If the certificate of incorporation is silent as to the   
number of directors, the board of directors may fix or change the authorized    
number of directors pursuant to a provision of the bylaws.                      

Inspection of Stockholder's List. With respect to the inspection of   
stockholder's lists, the NYBCL provides a right of inspection on at least 5     
days' written demand to (i) any person who shall have been a stockholder for at 
least 6 months immediately preceding the demand or (ii) any person holding, or  
authorized in writing by, at least 5% of any class of outstanding shares. The   

corporation has certain rights calculated to assure itself that the demand for  
inspection is not for a purpose or interest other than that of the corporation. 
The DGCL permits any stockholder to inspect the stockholder's list for a purpose
reasonably related to such person's interest as a stockholder and, during the 10
days preceding a stockholders' meeting, for any purpose germane to that meeting.

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                                                                    ATTACHMENT C

CERTIFICATE OF INCORPORATION
OF
NATIONS FLOORING, INC.

--------------------------

FIRST: Name.                                                          

The name of the Corporation is: Nations Flooring, Inc.                

SECOND: Registered Agent.                                             

    The registered office of the Corporation is to be located at Prentice-Hall
Corporation System, Inc., 32 Loockerman Square, Suite L-100 in the City of      
Dover, Delaware, 19901. The name of its registered agent at that address is     
Prentice-Hall Corporation System, Inc.                                          

THIRD: Purpose.                                                       

   The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of   
the State of Delaware.                                                          

FOURTH: Capitalization.                                               

  The total number of shares of stock which the Corporation shall have the
authority to issue is twenty-one million (21,000,000) shares, of which twenty   
million (20,000,000) shares shall be common stock ("Common Stock"), par value   
$.001 per share, and one million (1,000,000) shares shall be preferred stock    
("Preferred Stock"), par value $.001 per share.                                 

Common Stock. Subject to the prior or equal rights, if any, of the    
Preferred Stock of any and all series stated and expressed by the Board of      
Directors in the resolution or resolutions providing for the issuance of such   
Preferred Stock, the holders of Common Stock shall be entitled (i) to receive   
dividends when and as declared by the Board of Directors out of any funds       
legally available therefor, (ii) in the event of any dissolution, liquidation or
winding up of the Corporation, to receive the remaining assets of the           
Corporation, ratably according to the number of shares of Common Stock held, and
(iii) to one vote for each share of Common Stock held on all matters submitted  
to a vote of stockholders. No holder of Common Stock shall have any preemptive  
right to purchase or subscribe for any part of any issue of stock or of         
securities of the Corporation convertible into stock of any class whatsoever,   
whether now or hereafter authorized.                                            

Preferred Stock. The Board of Directors is expressly authorized at any
time, and from time to time, to provide for the issuance of shares of Preferred 
Stock in one or more series, with such                                          

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voting powers full or limited, or without voting powers, full or limited, or    
without voting powers and with such designations, preferences and relative,     
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the resolution or  
resolutions providing for the issue thereof adopted by the Board of Directors,  
subject to the limitations prescribed by law and in accordance with the         
provisions hereof, including (but without limiting the generality thereof) the  
following:                                                                      

  (a) The designation of the series and the number of shares to constitute
the series;                                                                     

     (b) The dividend rate, if any, of the series, the conditions and dates upon
which such dividends shall be payable, the relation which such dividends shall  
bear to the dividends payable on any other class or classes of stock, and       
whether such dividends shall be cumulative or noncumulative;                    

    (c) Whether the shares of the series shall be subject to redemption by the
Corporation and, if made subject to redemption, the times, prices and other     
terms and conditions of such redemption;                                        

   (d) The terms and amount of any sinking fund provided for the purchase or
redemption of the shares of the series;                                         

  (e) Whether or not the shares of the series shall be convertible into or
exchangeable for shares of any other class or classes or of any other series of 
any class or classes of stock of the Corporation, and, if provision be made for 
conversion or exchange, the times, prices, rates, adjustments and other terms   
and conditions of such conversion or exchange;                                  

  (f) The extent, if any, to which the holders of the shares of the series
shall be entitled to vote with respect to the election of directors or          
otherwise;                                                                      

 (g) The restrictions, if any, on the issue or reissue of any additional
Preferred Stock; and                                                            

(h) The rights of the holders of the shares of the series upon the    
dissolution, liquidation, or winding up of the Corporation.                     

FIFTH: Board of Directors.                                            

  The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors. The number of directors, subject to any
right of the holders of any series of Preferred Stock to elect additional       
directors, shall be fixed from time to time by the Board of Directors pursuant  
to the By-Laws.                                                                 

SIXTH: Liability of Directors.                                        

No director shall be personally liable to the Corporation or its      
stockholders for monetary damages for breach of fiduciary duty as a director;   
provided, however, that to the extent required by the provisions of Section     
102(b)(7) of the General Corporation Law of the State of                        

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Delaware or any successor statute, or any other laws of the State of Delaware,  
this provision shall not eliminate or limit the liability of a director (i) for 
any breach of the director's duty of loyalty to the Corporation or its          
stockholders, (ii) for acts or omissions not in good faith or which involve     
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of the State of Delaware, (iv) for any transaction  
from which the director derived an improper personal benefit or (v) for any act 
or omission occurring prior to the date when the provision becomes effective. If
the General Corporation Law of the State of Delaware hereafter is amended to    
authorize the further elimination or limitation on personal liability of        
directors, then the liability of a director of the Corporation, in addition to  
the limitation on personal liability provided herein, shall be limited to the   
fullest extent permitted by the amended General Corporation Law of the State of 
Delaware. Any repeal or modification of this Article Sixth by the stockholders  
of the Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing  
at the time of such repeal or modification.                                     

SEVENTH: Incorporator.                                                

The name and address of the incorporator is as follows:               

Zev M. Bomrind        
Herzfeld & Rubin, P.C.
40 Wall Street        
New York, NY 10005    

  IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore
named, has executed this Certificate of Incorporation on this 26th day of       
December, 1996.                                                                 

                            /s/ Zev M. Bomrind
                                          --------------------------------
                                Zev M. Bomrind
                                   Sole Incorporator

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                                                                    ATTACHMENT D

 BY-LAWS
OF
NATIONS FLOORING, INC.

------------------------

 ARTICLE I

   Section 1.1 Registered Office. The registered office of Nations Flooring,
Inc. (the "Corporation") within the State of Delaware shall be located at the   
principal place of business in said State of The Prentice-Hall Corporation      
System, Inc., the Corporation's registered agent in the State of Delaware.      

     Section 1.2 Other Offices. The Corporation may also have offices and places
of business at such other places both within and without the State of Delaware  
as the Board of Directors may from time to time determine or the business of the
Corporation may require.                                                        

ARTICLE II

MEETINGS OF STOCKHOLDERS

   Section 2.1 Place of Meetings. All meetings of stockholders shall be held
at the principal office of the Corporation, or at such other place within or    
without the State of Delaware as shall be stated in the notice of the meeting or
in a duly executed waiver of notice thereof.                                    

 Section 2.2 Annual Meetings. The annual meeting of Stockholders for the
election of directors and for the transaction of any other proper business shall
be held on the date and at the time fixed, from time to time, by the Chairman of
the Board or a majority of the members of the Board of Directors.               

Section 2.3 Special Meetings. Subject to the rights of holders of any 
series of preferred stock (the "Preferred Stock"), special meetings of          
stockholders, for any purpose or purposes, may be called only by the Chairman of
the Board or a majority of the members of the Board of Directors. At any special
meeting of stockholders, only such business may be transacted as is related to  
the purpose or purposes set forth in the notice of such meeting.                

Section 2.4 Notice of Meetings. Written notice of every meeting of    
stockholders, stating the place, date and hour thereof and, in the case of a    
special meeting of stockholders, the purpose or purposes thereof and the person 
or persons by whom or at whose direction such meeting has been called and such  
notice is being issued, shall be given not less than ten (10) nor more than     
sixty (60) days before the date of the meeting, either personally or by mail, by
or at the direction of the Chairman of the Board, the Chief Executive officer,  
the President, or the persons calling the meeting, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be  
given when                                                                      

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deposited in the United States mail, postage prepaid, directed to the           
stockholder at his or her address as it appears on the stock transfer books of  
the Corporation.                                                                

     Section 2.5 Quorum. The holders of a majority of the issued and outstanding
shares of stock of the Corporation entitled to vote, represented in person or by
proxy, shall be necessary to and shall constitute a quorum for the transaction  
of business at any meeting of stockholders. If, however, such quorum shall not  
be present or represented at any meeting of stockholders, the stockholders      
entitled to vote thereat, present in person or represented by proxy, shall have 
power to adjourn the meeting from time to time, without notice other than       
announcement at the meeting, until a quorum shall be present or represented. At 
such adjourned meeting at which a quorum shall be present or represented, any   
business may be transacted which might have been transacted at the meeting as   
originally noticed. Notwithstanding the foregoing, if after any such adjournment
the Board of Directors shall fix a new record date for the adjourned meeting, or
if the adjournment is for more than thirty (30) days, a notice of such adjourned
meeting shall be given as provided in Section 2.4 of these By-Laws.             

    Section 2.6 Voting. The voting rights of stockholders shall be as provided
in the Certificate of Incorporation.                                            

    Section 2.7 Proxies. Every stockholder entitled to vote at a meeting or by
consent without a meeting may authorize another person or persons to act for him
or her by proxy. Each proxy shall be in writing executed by the stockholder     
giving the proxy or by his or her duly authorized attorney. No proxy shall be   
valid after the expiration of three (3) years from its date, unless a longer    
period is provided for in the proxy. Unless and until voted, every proxy shall  
be revocable at the pleasure of the person who executed it, or his or her legal 
representatives or assigns, except in those cases where an irrevocable proxy    
permitted by statute has been given.                                            

Section 2.8 Stock Records. The Secretary or agent having charge of the
stock transfer books shall make, at least ten (10) days before each meeting of  
stockholders, a complete list of the stockholders entitled to vote at such      
meeting or any adjournment thereof, arranged in alphabetical order and showing  
the address of and the number and class and series, if any, of shares held by   
each. Such list, for a period of ten (10) days prior to such meeting, shall be  
kept at the principal place of business of the Corporation or at the office of  
the transfer agent or registrar of the Corporation and such other places as     
required by statute and shall be subject to inspection by any stockholder at any
time during the meeting.                                                        

    Section 2.9 Conduct of Meeting. The Chairman of the Board shall preside at
all meetings of the stockholders. In the absence of a Chairman, the Chief       
Executive Officer shall preside at all such meetings. If neither the Chairman of
the Board nor the Chief Executive Officer are present, then the President, or if
the President is not present, then any other director chosen by the directors in
attendance, shall preside. The Secretary of the Corporation, or, in his or her  
absence, an Assistant Secretary, if any, shall act as secretary of every        
meeting, but if neither the Secretary nor an Assistant Secretary is present the 
chairman for the meeting shall appoint a secretary of the meeting.              

Section 2.10 Inspectors and Judges. The directors, in advance of any  
meeting, may, but need not, appoint one or more inspectors of election or judges
of the vote, as the case may be, to act at the meeting or any adjournment       
thereof. If an inspector or inspectors or judge or judges are not appointed, the
person presiding at the meeting may, but need not, appoint one or more          
inspectors or judges. In case any person who may be appointed as an inspector or
judge fails to appear or act, the                                               

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vacancy may be filled by appointment made by the person presiding at the        
meeting. Each inspector or judge, if any, before entering upon the discharge of 
his or her duties, shall take and sign an oath faithfully to execute the duties 
of inspector or judge at such meeting with strict impartiality and according to 
the best of his or her ability. The inspectors or judges, if any, shall         
determine the number of shares of stock outstanding and the voting power of     
each, the shares of stock represented at the meeting, the existence of a quorum 
and the validity and effect of proxies, and shall receive votes, ballots or     
consents, hear and determine all challenges and questions arising in connection 
with the right to vote, count and tabulate all votes, ballots or consents,      
determine the result and do such acts as are proper to conduct the election or  
vote with fairness to all stockholders. On request of the person presiding at   
the meeting, the inspector or inspectors or judge or judges, if any, shall make 
a report in writing on any challenge, question or matter determined by him or   
her or them and execute a certificate of any fact found by him or her or them.  

 ARTICLE III

 DIRECTORS

 Section 3.1 Number. Subject to any right of the holder of any series of
Preferred Stock to elect additional directors, the number of directors shall be 
fixed from time to time by the Board. The initial Board of Directors shall      
consist of four (4) members.                                                    

     Section 3.2 Powers and Duties. Subject to the applicable provisions of law,
these By-Laws or the Certificate of Incorporation, but in furtherance and not in
limitation of any rights therein conferred, the Board of Directors shall have   
the control and management of the business and affairs of the Corporation and   
shall exercise all such powers of the Corporation and do all such lawful acts   
and things as may be exercised by the Corporation.                              

     Section 3.3 Place of Meeting. All meetings of the Board of Directors may be
held either within or without the State of Delaware.                            

  Section 3.4 Annual Meetings. An annual meeting of the Board of Directors
shall be held immediately following the annual meeting of stockholders, and no  
notice of such meeting to the directors, including the newly elected directors, 
shall be necessary in order legally to constitute the meeting, provided a quorum
shall be present, or the directors, including the newly elected directors, may  
meet at such time and place as shall be fixed by the written consent of all of  
such directors.                                                                 

     Section 3.5 Regular Meetings. Regular meetings of Board of Directors may be

held upon such notice or without notice, and at such time and at such place as  
shall from time to time be determined by the Board.                             

  Section 3.6 Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board and shall be called promptly by the  
Chairman of the Board upon the written request of at least a majority of the    
Board specifying the special purpose thereof, on not less than two (2) days     
notice to each director. Such request shall state the date, time and place of   
the meeting. Neither the business to be transacted at, nor the purpose of, any  
regular or special meeting of the Board of Directors need be specified in the   
notice or waiver of notice of such meeting.                                     

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     Section 3.7 Notice of Meetings. Notice of each special meeting of the Board
(and of each regular meeting for which notice shall be required) shall be given 
by the Secretary or an Assistant Secretary and shall state the place, date and  
time of the meeting. Notice of each such meeting shall be given orally or shall 
be mailed to each director at his or her residence or usual place of business.  
If notice of less than three (3) days is given, it shall be oral, whether by    
telephone or in person, or sent by special delivery mail, telegraph or telecopy.
If mailed, the notice shall be given when deposited in the United States mail,  
postage prepaid. Notice of any adjourned meeting, including the place, date and 
time of the new meeting, shall be given to all directors not present at the time
of the adjournment, as well as to the other directors unless the place, date and
time of the new meeting is announced at the adjourned meeting.                  

    Section 3.8 Quorum and Voting. At all meetings of the Board of Directors a
majority of the entire Board shall be necessary to and shall constitute a quorum
for the transaction of business at any meeting of directors, unless otherwise   
provided by any applicable provision of law, by these By-Laws or by the         
Certificate of Incorporation. The act of a majority of the directors present at 
the time of the vote, if a quorum is present at such time, shall be the act of  
the Board of Directors, unless otherwise provided by any applicable provision of
law, by these By-Laws or by the Certificate of Incorporation. If a quorum shall 
not be present at any meeting of the Board of Directors, the directors present  
thereat may adjourn the meeting from time to time until a quorum shall be       
present.                                                                        

   Section 3.9 Compensation. The Board of Directors, by the affirmative vote
of a majority of the directors then in office, and irrespective of any personal 
interest of any of its members, shall have authority to establish reasonable    
compensation of all directors for services to the Corporation as directors,     
officers or otherwise.                                                          

 Section 3.10 Books and Records. The directors may keep the books of the
Corporation, except such as are required by law to be kept either within or     
outside the State of Delaware, at such place or places as they may from time to 
time determine.                                                                 

    Section 3.11 Action Without a Meeting. Any action required or permitted to
be taken by the Board, or by a committee of the Board, may be taken without a   
meeting if all members of the Board or the committee, as the case may be,       
consent in writing to the adoption of a resolution authorizing the action. Any  

such resolution and the written consents thereto by the members of the Board or 
committee shall be filed with the minutes of the proceedings of the Board or    
committee.                                                                      

     Section 3.12 Telephone Participation. Any one or more members of the Board,
or any committee of the Board, may participate in a meeting of the Board or     
committee by means of a conference telephone call or similar communications     
equipment allowing all persons participating in the meeting to hear each other  
at the same time. Participation by such means shall constitute presence in      
person at a meeting.                                                            

     Section 3.13 Committees of the Board. The Board, by resolution adopted by a
majority of the entire Board, may designate one or more committees, each        
consisting of one or more directors. The Board may designate one or more        
directors as alternate members of any such committee. Such alternate members may
replace any absent member or members at any meeting of such committee. Each     
committee (including the members thereof) shall serve at the pleasure of the    
Board and may keep minutes of its meetings and report the same to the Board.    
Except as otherwise provided by law, each such committee, to the extent provided
in the resolution establishing it, shall have and may exercise all the          

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authority of the Board with respect to all matters. However, no such committee  
shall have power or authority to:                                               

(a) amend the Certificate of Incorporation;                           

(b) adopt an agreement of merger or consolidation;                    

 (c) recommend to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets;   

 (d) recommend to the stockholders a dissolution of the Corporation or a
revocation of a dissolution;                                  

(e) amend these By-Laws; and                                          

  unless expressly so provided by resolution of the Board, no such
committee shall have power or authority to:                   

(f) declare a dividend; or                                            

(g) authorize the issuance of shares of the Corporation of any class. 

ARTICLE IV

WAIVER

Section 4.1 Waiver. Whenever a notice is required to be given by any  
provision of law, by these By-Laws, or by the Certificate of Incorporation, a   
waiver thereof in writing, whether before or after the time stated therein,     
shall be deemed equivalent to such notice. In addition, any stockholder         
attending a meeting of stockholders in person or by proxy without protesting    

prior to the conclusion of the meeting the lack of notice thereof to him or her,
and any director attending a meeting of the Board of Directors without          
protesting prior to the meeting or at its commencement such lack of notice,     
shall be conclusively deemed to have waived notice of such meeting.             

 ARTICLE V

OFFICERS

   Section 5.1 Executive Officers. The executive Officers of the Corporation
may include a Chairman of the Board, a Chief Executive Officer, President, one  
or more Vice Presidents, a Chief Financial Officer, a Chief Operating Officer, a
Secretary and a Treasurer. Any person may hold two or more of such offices. The 
executive officers of the Corporation shall be elected annually (and from time  
to time by the Board of Directors, as vacancies occur), at the annual meeting of
the Board of Directors following the meeting of stockholders at which the Board 
of Directors (or any class thereof) was elected.                                

   Section 5.2 Other Officers. The Board of Directors may appoint such other
officers and agents, including Assistant Vice Presidents, Assistant Secretaries 
and Assistant Treasurers, as it shall at any time or from time to time deem     
necessary or advisable.                                                         

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     Section 5.3 Authorities and Duties. All officers, as between themselves and
the Corporation, shall have such authority and perform such duties in the       
management of the business and affairs of the Corporation as may be provided in 
these By-Laws, or, to the extent not so provided, as may be prescribed by the   
Board of Directors.                                                             

  Section 5.4 Tenure and Removal. The officers of the Corporation shall be
elected or appointed to hold office until their respective successors are       
elected or appointed. All officers shall hold office at the pleasure of the     
Board of Directors, and any officer elected or appointed by the Board of        
Directors may be removed at any time by the Board of Directors for cause or     
without cause at any regular or special meeting.                                

Section 5.5 Vacancies. Any vacancy occurring in any office of the     
Corporation, whether because of death, resignation or removal, with or without  
cause, or any other reason, shall be filled by the Board of Directors.          

Section 5.6 Compensation. The salaries and other compensation of all  
officers and agents of the Corporation shall be fixed by or in the manner       
prescribed by the Board of Directors.                                           

 Section 5.7 Chairman of the Board. The Chairman of the Board shall have
general and active supervision and direction over the other officers, agents and
employees of the Corporation and shall see that their duties are properly       
performed, subject, however, to the control of the Board of Directors. The      
Chairman shall perform all duties incident to the office of Chairman and such   
other duties as from time to time may be assigned to the Chairman by the Board  
of Directors or these By-Laws.                                                  

     Section 5.8 Chief Executive Officer. The Chief Executive Officer shall have
general charge of the business and affairs of the Corporation. The Chief        
Executive Officer shall perform such other duties as are properly required of   
him or her by the Board of Directors.                                           

Section 5.9 President. The President shall have general charge of the 
business and affairs of the Corporation, subject to reporting directly to the   
Chief Executive Officer or, in the absence of a Chief Executive Officer, to the 
Board of Directors, and in the absence of the Chairman of the Board and the     
Chief Executive Officer shall preside at all meetings of the stockholders and   
the directors and shall perform the duties of the Chief Executive Officer in his
or her absence.                                                                 

    Section 5.10 Vice Presidents. Each Vice President, if any, shall have such
powers and shall perform such duties as may from time to time be assigned to him
or her by the President or Board of Directors.                                  

Section 5.11 Secretary. The Secretary shall attend all meetings of the
stockholders and all meetings of the Board of Directors and shall record all    
proceedings taken at such meetings in a book to be kept for that purpose; he or 
she shall see that all notices of meetings of stockholders and meetings of the  
Board of Directors are duly given in accordance with the provisions of these    
By-Laws or as required by law; he or she shall be the custodian of the records  
and of the corporate seal or seals of the Corporation; he or she, or an         
Assistant Secretary, shall have authority to affix the corporate seal or seals  
to all documents, the execution of which, on behalf of the Corporation, under   
its seal, is duly authorized, and when so affixed it may be attested by his or  
her signature or the signature of such Assistant Secretary; and, in general, he 
or she shall perform all duties incident to the office of the Secretary of a    
corporation and such other duties as the Board of Directors may from time to    
time prescribe.                                                                 

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 Section 5.12 Chief Financial Officer and Treasurer. The Chief Financial
Officer and Treasurer shall have charge of and be responsible for all funds,    
securities, receipts and disbursements of the Corporation and shall deposit, or 
cause to be deposited, in the name and to the credit of the Corporation, all    
moneys and valuable effects in such banks, trust companies, or other            
depositories as shall from time to time be selected by the Board of Directors.  
He or she shall keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation; he or she shall render to the Chief         
Executive Officer and to each member of the Board of Directors, whenever        
requested, an account of all of his or her transactions as Chief Financial      
Officer and Treasurer and of the financial condition of the Corporation; and, in
general, he or she shall perform all of the duties incident to the office of the
Chief Financial Officer and Treasurer of a corporation and such other duties as 
the Board of Directors may from time to time prescribe.                         

   Section 5.13 Other Officers. The Board of Directors may also elect or may
delegate to the Chairman of the Board or the Chief Executive Officer the power  
to appoint such other officers, including a Chief Operating Officer, as it may  
at any time or from time to time deem advisable, and any officers so elected or 
appointed shall have such authority and perform such duties as the Board of     

Directors or the Chief Executive Officer, if he or she shall have appointed     
them, may from time to time prescribe.                                          

ARTICLE VI

PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1 Form and Signature. The shares of the Corporation shall be
represented by certificates signed by the Chief Executive Officer or President  
or any Vice President and by the Secretary or any Assistant Secretary or the    
Chief Financial Officer or any Assistant Treasurer, and shall bear the seal of  
the Corporation or a facsimile thereof. Each certificate representing shares    
shall state upon its face: (a) that the Corporation is formed under the laws of 
the State of Delaware, (b) the name of the person or persons to whom it is      
issued, (c) the number of shares which such certificate represents and (d) the  
par value, if any, of each share represented by such certificate.               

   Section 6.2 Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner  
of shares of stock to receive dividends or other distributions, and to vote as  
such owner, and to hold liable for calls and assessments a person registered on 
its books as the owner of shares of stock, and shall not be bound to recognize  
any equitable or legal claim to or interest in such shares on the part of any   
other person.                                                                   

 Section 6.3 Transfer of Stock. Upon surrender to the Corporation or the
appropriate transfer agent, if any, of the Corporation, of a certificate        
representing shares of stock duly endorsed or accompanied by proper evidence of 
succession, assignment or authority to transfer, and, in the event that the     
certificate refers to any agreement restricting transfer of the shares which it 
represents, proper evidence of compliance with such agreement, a new certificate
shall be issued to the person entitled thereto, and the old certificate canceled
and the transaction recorded upon the books of the Corporation.                 

Section 6.4 Lost Certificates, etc. The Corporation may issue a new   
certificate for shares in place of any certificate theretofore issued by it,    
alleged to have been lost, mutilated, stolen or destroyed, and the Board may    
require the owner of such lost, mutilated, stolen or destroyed certificate, or  
his or her legal representative(s), to make an affidavit of that fact and/or to 
give the Corporation a                                                          

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bond in such sum as it may direct as indemnity against any claim that may be    
made against the Corporation on account of the alleged loss, mutilation, theft  
or destruction of any such certificate, or the issuance of any such new         
certificate.                                                                    

  Section 6.5 Record Date. For the purpose of determining the stockholders
entitled to notice of, or to vote at, any meeting of stockholders or any        
adjournment thereof, or to express written consent to any corporate action      
without a meeting, or for the purpose of determining stockholders entitled to   
receive payment of any dividend or other distribution or allotment of any       
rights, or entitled to exercise any rights in respect of any change, conversion 

or exchange of stock, or for the purpose of any other lawful action, the Board  
may fix, in advance, a record date. Such date shall neither be more than sixty  
(60) nor less than ten (10) days before the date of any such meeting, nor more  
than sixty (60) days prior to any other action.                                 

     Section 6.6 Regulations. Except as otherwise provided by law, the Board may
make such additional rules and regulations, not inconsistent with these By-Laws,
as it may deem expedient, concerning the issue, transfer and registration of    
certificates for the securities of the Corporation. The Board may appoint, or   
authorize any officer or officers to appoint, one or more transfer agents and   
one or more registrars and may require all certificates for shares of capital   
stock to bear the signature or signatures of any of them.                       

 ARTICLE VII

GENERAL PROVISIONS

    Section 7.1 Dividends and Distributions. Dividends and other distributions
upon or with respect to outstanding shares of stock of the Corporation may be   
declared by the Board of Directors at any regular or special meeting, and may be
paid in cash, bonds, property, or in stock of the Corporation. The Board shall  
have full power and discretion, subject to the provisions of the Certificate of 
Incorporation or the terms of any other corporate document or instrument binding
upon the Corporation to determine what, if any, dividends or distributions shall
be declared and paid or made.                                                   

     Section 7.2 Checks, etc. All checks or demands for money and notes or other
instruments evidencing indebtedness or obligations of the Corporation shall be  
signed by such officer or officers or other person or persons as may from time  
to time be designated by the Board of Directors.                                

    Section 7.3 Seal. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its incorporation and the words "Corporate Seal 
Delaware." The seal may be used by causing it or a facsimile thereof to be      
impressed or affixed or otherwise reproduced.                                   

Section 7.4 Fiscal Year. The fiscal year of the Corporation shall be  
determined by the Board of Directors.                                           

     Section 7.5 General and Special Bank Accounts. The Board may authorize from
time to time the opening and keeping of general and special bank accounts with  
such banks, trust companies or other depositories as the Board may designate or 
as may be designated by any officer or officers of the Corporation to whom such 
power of designation may be delegated by the Board from time to time. The Board 
may make such special rules and regulations with respect to such bank accounts, 
not inconsistent with the provisions of these By-Laws, as it may deem expedient.

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ARTICLE VIII

 INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

  Section 8.1 Indemnification. The Corporation shall indemnify each person
who was or is made a party or is threatened to be made a party to or is involved
in any threatened, pending or completed action, suit or proceeding, whether     
civil, criminal, administrative or investigative (hereinafter a "proceeding"),  
by reason of the fact that he or she, or a person for whom he or she is the     
legal representative, is or was a director or officer of the Corporation or is  
or was serving at the request of the Corporation as director, officer, employee 
or agent of another corporation or of a partnership, joint venture, trust or    
other enterprise, including service with respect to employee benefit plans,     
whether the basis of such proceeding is alleged action in an official capacity  
as a director, officer, employee or agent or alleged action in any other        
capacity while service as a director, officer, employee or agent, to the maximum
extent authorized by the General Corporation Law of the State of Delaware, as   
the same exists or may hereafter be amended (but, in the case of any such       
amendment, only to the extent that such amendment permits the Corporation to    
provide broader indemnification rights than said law permitted the Corporation  
to provide prior to such amendment), against all expense, liability and loss    
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties   
and amounts paid or to be paid in settlement) reasonably incurred by such person
in connection with such proceeding and such indemnification shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall  
inure to the benefit of his or her heirs, executors and administrators. The     
right to indemnification conferred in this Article shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in  
defending any such proceeding in advance of its final disposition; provided     
that, if the General Corporation Law of the State of Delaware so requires, the  
payment of such expenses incurred by a director or officer in advance of the    
final disposition of a proceeding shall be made only upon receipt by the        
Corporation of an undertaking by or on behalf of such person to repay all       
amounts so advanced if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation as authorized in this Article or  
otherwise.                                                                      

     Section 8.2 Nonexclusivity. The right to indemnification and advancement of
expenses conferred on any person by this Article shall not limit the Corporation
from providing any other indemnification permitted by law nor shall it be deemed
exclusive of any other right which any such person may have or hereafter acquire
under any statute, provision of this Certificate of Incorporation, by-law,      
agreement, vote of stockholders or disinterested directors or otherwise.        

     Section 8.3 Insurance. The Corporation may purchase and maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent  
of the Corporation or another corporation, partnership, joint venture, trust or 
other enterprise against any expense, liability or loss, whether or not the     
Corporation would have the power to indemnify such person against such expense, 
liability or loss under the General Corporation Law of the State of Delaware.   

ARTICLE IX

 ADOPTION AND AMENDMENTS

    Section 9.1 Power to Amend. The Board of Directors shall have the power to
make, amend and repeal these By-Laws. Any By-Laws made by the Board of Directors
under the powers conferred hereby may be amended or repealed by the Board of    
Directors or by the stockholders.                                               

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                                                                    ATTACHMENT E

NATIONS FLOORING, INC.
1997 STOCK OPTION PLAN

Section 1. Purpose                                                              

    The purposes of this 1997 Stock Option Plan of Nations Flooring, Inc. (the
"Plan") are to encourage selected employees, consultants and directors of       
Nations Flooring, Inc. (together with any successor thereto, the "Company") and 
its Affiliates (as defined below) to acquire a proprietary interest in the      
growth and performance of the Company, to generate an increased incentive to    
contribute to the Company's future success and prosperity, thus enhancing the   
value of the Company for the benefit of its stockholders, and to enhance the    
ability of the Company and its Affiliates to attract and retain qualified       
individuals upon whom, in large measure, the sustained progress, growth, and    
profitability of the Company depend.                                            

Section 2. Definitions                                                          

    As used in the Plan, the following terms shall have the meanings set forth
below:                                                                          

       (a) "Affiliate" shall mean (i) any entity that, directly or through
   one or more intermediaries, is controlled by, controls or is under common
 control with the Company and (ii) any entity in which the Company has a
significant equity interest, as determined by the Committee.          

 (b) "Board" shall mean the Board of Directors of the Company.

       (c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.                                                    

         (d) "Committee" shall mean a committee of the Board designated by the
   Board to administer the Plan and composed of not less than two directors,
  each of whom is both a "disinterested person" within the meaning of Rule
 16b-3 and an "outside director" as that term is defined for purposes of
Section 162(m) of the Code.                                           

   (e) "Consultant" shall mean any Person who contracts to provide
services to the Company as an independent contractor.                 

       (f) "Fair Market Value" shall mean, with respect to Shares or other
   securities (i) the closing price per Share of the Shares on the principal
     exchange on which the Shares are then trading, if any, on such date, or, if
     the Shares were not traded on such date, then on the next preceding trading
   day during which a sale occurred; or (ii) if the Shares are not traded on
   an exchange but are quoted on Nasdaq or a successor quotation system, (1)
 the last sales price, if available, or (2) the mean between the closing
    representative bid and asked prices (in all other cases) for the Shares on
such date as reported by Nasdaq or such successor quotation system; or
   (iii) if the Shares are not publicly traded on an exchange and not quoted
     on Nasdaq or a successor quotation system, the mean between the closing bid

and asked prices for the Shares on such date                          

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     as determined in good faith by the Committee; or (iv) if the Shares are not
    publicly traded, the fair market value established by the Committee acting
in good faith.                                                        

   (g) "Incentive Stock Option" shall mean an option granted under
 Section 6 of the Plan that meets the requirements of Section 422 of the
Code or any successor provision thereto.                              

         (h) "Independent Director" shall mean each member of the Board who is
not an employee of the Company or any Affiliate.                      

         (i) "Key Employee" shall mean any officer, director or other employee
who is a regular full-time employee of the Company or its present and 
future Affiliates.                                                    

       (j) "Non-Qualified Stock Option" shall mean an Option granted under
     Section 7 of the Plan or an option granted under Section 6 of the Plan that
is not an Incentive Stock Option.                                     

        (k) "Option" shall mean an Incentive Stock Option or a Non-Qualified
Stock Option.                                                         

       (l) "Option Agreement" shall mean a written agreement, contract, or
   other instrument or document evidencing an Option granted under the Plan.

          (m) "Participant" shall mean a Key Employee, Consultant or Independent
Director who has been granted an Option under the Plan.               

     (n) "Person" shall mean any individual, corporation, partnership,
  association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.                          

        (o) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as 
amended, or any successor rule or regulation thereto.                 

     (p) "Shares" shall mean the common stock of the Company. $.01 par
   value, and such other securities or property as may become the subject of
Options pursuant to an adjustment made under Section 4(b) of the Plan.

        (q) "Ten Percent Stockholder" shall mean a Person, who together with
 his or her spouse, children and trusts and custodial accounts for their
     benefit, immediately at the time of the grant of an Option and assuming its
   immediate exercise, would beneficially own, within the meaning of Section
  424(d) of the Code, Shares possessing more than ten percent (10%) of the
    total combined voting power of all of the outstanding capital stock of the
Company.                                                              

Section 3. Administration                                                       

(a) Generally. The Plan shall be administered by the Committee. Unless
provided in the Plan, all designations, determinations, interpretations and     
other decisions under or with respect to the Plan or any Option shall be within 
the sole discretion of the Committee, may be made at any time, and shall be     
final, conclusive, and binding upon all Persons, including the Company, any     
Affiliate, any Participant,                                                     

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any holder or beneficiary of any Option, any stockholder of the Company or any  
Affiliate, and any employee of the Company or of any Affiliate.                 

    (b) Powers. Subject to the terms of the Plan and applicable law and except
as provided in Section 7 hereof, the Committee shall have full power and        
authority to: (i) designate Participants; (ii) determine the type or types of   
Options to be granted to each Participant under the Plan; (iii) determine the   
number of Shares to be covered by Options; (iv) determine the terms and         
conditions of any Option; (v) determine whether, to what extent, and under what 
circumstances Options may be settled or exercised in cash, Shares, other        
Options, or other property, or canceled, forfeited, or suspended, and the method
or methods by which Options may be settled, exercised, canceled, forfeited, or  
suspended; (vi) interpret and administer the Plan and any instruments or        
agreements relating to, or Options granted under, the Plan; (vii) establish,    
amend, suspend, or waive such rules and regulations and appoint such agents as  
it shall deem appropriate for the proper administration of the Plan; and (viii) 
make any other determination and take any other action that the Committee deems 
necessary or desirable for the administration of the Plan.                      

(c) Reliance, Indemnification. The Committee may employ attorneys,    
consultants, accountants or other persons and the Committee, the Company and its
officers and directors shall be entitled to rely upon the advice, opinions or   
valuations of any such persons. No member of the Committee shall be personally  
liable for any action, determination or interpretation taken or made in good    
faith with respect to the Plan, or Options granted thereunder, and all members  
of the Committee shall be fully indemnified and protected by the Company in     
respect of any such action, determination or interpretation.                    

Section 4. Shares Available for Options                                         

  (a) Shares Available. Subject to adjustment as provided in Section 4(b):

       (i) Limitation on Number of Shares. Options issuable under the Plan
are limited such that the maximum aggregate number of Shares which may
  issued pursuant to, or by reason of, Options is 1,250,000. To the extent
that an Option granted to a (1) Key Employee or Consultant or (2) an  
    Independent Director ceases to remain outstanding by reason of termination
   of rights granted thereunder, forfeiture or otherwise, the Shares subject
     to such Option shall again become available for award under the Plan to (x)
    Key Employees and Consultants and (y) Independent Directors, respectively,
     provided, however, that in the case of the cancellation or termination of a
    Non-Qualified Stock Option in the same fiscal year that such Non-Qualified
    Stock Option was granted, both the canceled Non-Qualified Stock Option and
the newly granted Non-Qualified Stock Option shall be counted in      
   determining whether the recipient has received the maximum number of such

Options under the Plan for such fiscal year.                          

          (ii) Accounting for Awards. For purposes of this Section 4, the number
   of Shares covered by an Option to a (1) Key Employee or Consultant or (2)
   Independent Director shall be counted on the date of grant of such Option
     against the aggregate number of Shares available for granting Options under
     the Plan to (x) Key Employees and Consultants or (y) Independent Directors,
respectively.                                                         

 (iii) Sources of Shares Deliverable Under Options. Any Shares
delivered pursuant to an Option may consist, in whole or in part, of  
authorized and unissued Shares or of treasury Shares.                 

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   (b) Adjustments. In the event that the Committee shall determine that any
(i) subdivision or consolidation of Shares, (ii) dividend or other distribution 
(whether in the form of cash, Shares, other securities or other property), (iii)
recapitalization or other capital adjustment of the Company or (iv) merger,     
consolidation or other reorganization of the Company or other rights to purchase
Shares or other securities of the Company, or other similar corporate           
transaction or event, affects the Shares such that an adjustment is determined  
by the Committee to be appropriate in order to prevent dilution or enlargement  
of the benefits or potential benefits intended to be made available under the   
Plan, then the Committee shall, in such manner as it may deem necessary to      
prevent dilution or enlargement of the benefits or potential benefits intended  
to be made under the Plan, adjust any or all of (x) the number and type of      
Shares which thereafter may be made the subject of Options, (y) the number and  
type of Shares subject to outstanding Options, and (z) the grant, purchase, or  
exercise price with respect to any Option or, if deemed appropriate, make       
provision for a cash payment to the holder of an outstanding Option; provided,  
however, in each case, that (i) with respect to Incentive Stock Options no such 
adjustment shall be authorized to the extent that such adjustment would cause   
the Plan to violate Section 422 of the Code or any successor provision thereto; 
(ii) each such adjustment shall be made in such manner as not to constitute a   
cancellation and reissuance of a Non-Qualified Stock Option for purposes of     
Section 162(m) of the Code, or the regulations promulgated thereunder, to the   
extent that such reissuance would result in the grant of such Options in excess 
of the maximum permitted to be granted to any Participant in any fiscal year;   
and (iii) the number of Shares subject to any Option denominated in Shares shall
always be a whole number.                                                       

Section 5. Eligibility                                                          

Except as provided in Section 7, Options may be granted only to Key   
Employees and Consultants. In determining the Persons to whom Options shall be  
granted and the number of Shares to be covered by each Option, the Committee    
shall take into account the nature of the Person's duties, such Person's present
and potential contributions to the success of the Company and such other factors
as it shall deem relevant in connection with accomplishing the purposes of the  
Plan. An Independent Director will not be eligible to receive an Option except  
as specifically provided in Section 7. A Key Employee or Consultant who has been
granted an Option or Options under the Plan may be granted an additional Option 
or Options, subject to such limitations as may be imposed by the Code on the    

grant of Incentive Stock Options, or by the terms of this Plan.                 

Section 6. Options                                                              

  The Committee is hereby authorized to grant Options to Participants upon
the following terms and the conditions (except to the extent otherwise provided 
in Section 7) and with such additional terms and conditions, in either case not 
inconsistent with the provisions of the Plan, as the Committee shall determine: 

(a) Exercise Price. The purchase price per Share purchasable under    
Incentive Stock Options and Non-Qualified Stock Options shall not be less than  
100% or 85%, respectively, of the Fair Market Value of, a Share on the date of  
grant; provided that the purchase price per Share purchasable under Incentive   
Stock Options granted to Ten Percent Stockholders shall be not less than 110% of
the Fair Market Value of a Share on the date of grant.                          

     (b) Option Term. The term of each Non-Qualified Stock Option shall be fixed
by the Committee but shall not exceed 10 years from the date of grant. The term 
of each Incentive Stock Option                                                  

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shall in no event be more than 10 years from the date of grant, or in the case  
of an Incentive Stock Option granted to a Ten Percent Stockholder, 5 years from 
the date of grant.                                                              

    (c) Time and Method of Exercise. The Committee shall determine the time or
times at which an Option may be exercised in whole or in part, and the method or
methods by which, and the form or forms in which, payment of the option price   
with respect thereto may be made or deemed to have been made (including, without
limitation, (i) cash, Shares, outstanding Options or other consideration, or any
combination thereof, having a Fair Market Value on the exercise date equal to   
the relevant option price and (ii) a broker-assisted cashless exercise program  
established by the Committee), provided in each case that such methods avoid    
"short-swing" profits to the Participant under Section 16(b) of the Securities  
Exchange Act of 1934, as amended. The payment of the exercise price of an Option
may be made in a single payment or transfer, in installments, or on a deferred  
basis, in each case in accordance with rules and procedures established by the  
Committee.                                                                      

 (d) Early Termination. Unless otherwise provided by the Committee in an
Option Agreement with a Participant, the unexercised portion of any Option      
granted to a Key Employee under the Plan will generally be terminated (i) thirty
(30) days after the date on which the Key Employee's employment is terminated   
for any reason other than (1) Cause (as defined below), (2) retirement or mental
or physical disability, or (3) death; (ii) immediately upon the termination of  
the Key Employee's employment for Cause; (iii) three months after the date on   
which the Key Employee's employment is terminated by reason of retirement or    
mental or physical disability; or (iv)(1) 12 months after the date on which the 
Key Employee's employment is terminated by reason of the death of the Key       
Employee, or (2) three months after the date on which the Key Employee shall die
if such death shall occur during the three-month period following the           
termination of the Key Employee's employment by reason of retirement or mental  
or physical disability. The term "Cause," as used herein, shall mean (w) the Key

Employee's willful misconduct or fraud in the performance of his duties under   
such Key Employee's employment arrangement with the Company, (x) the continued  
failure or refusal of the Key Employee (following written notice thereof) to    
carry out any reasonable request of the Board for the provision of services     
under such Key Employee's employment arrangement with the Company, (y) the      
material breach by the Key Employee of his employment arrangement with the      
Company or (z) the entering of a plea of guilty or nolo contendere to or the    
conviction of the Key Employee for a felony or any other criminal act involving 
moral turpitude, dishonesty, theft or unethical business conduct. For purposes  
of this paragraph (d), no act shall be considered willful unless done or omitted
to be done not in good faith and without reasonable belief that such action or  
omission was in the best interest of the Company.                               

(e) Incentive Stock Options. All terms of any Incentive Stock Option  
granted under the Plan shall comply in all respects with the provisions of      
Section 422 of the Code, or any successor provision thereto, and any regulations
promulgated thereunder.                                                         

   (f) No Cash Consideration for Awards. Awards shall be granted for no cash
consideration or such minimal cash consideration as may be required by          
applicable law.                                                                 

   (g) Limits on Transfer of Options. Subject to Code Section 422, no Option
and no right under any such Option, shall be assignable, alienable, saleable or 
transferable by a Participant otherwise than by will or by the laws of descent  
and distribution or pursuant to a qualified domestic relations order as defined 
in the Code or Title I of the Employee Retirement Income Security Act, or the   
rules thereunder; provided, however, that, if so determined by the Committee, a 
Participant may, in the manner established by the Committee, designate a        
beneficiary or beneficiaries to exercise the rights of the Participant, and to  
receive                                                                         

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any property distributable, with respect to any Option upon the death of the    
Participant. Each Option, and each right under any such Option, shall be        
exercisable during the Participant's lifetime, only by the Participant or, if   
permissible under applicable law with respect to any Option that is not an      
Incentive Stock Option, by the Participant's guardian or legal representative.  
No Option and no right under any such Option, may be pledged, alienated,        
attached, or otherwise encumbered, and any purported pledge, alienation,        
attachment, or encumbrance thereof shall be void and unenforceable against the  
Company or any Affiliate.                                                       

     (h) Term of Options. Except as set forth in Section 6(b) and Section 7, the
term of each Option shall be for such period as may be determined by the        
Committee.                                                                      

    (i) Share Certificates. All certificates for Shares or other securities of
the Company delivered under the Plan pursuant to any Option or the exercise     
thereof shall be subject to such stop transfer orders and other restrictions as 
the Committee may deem advisable under the Plan or the rules, regulations, and  
other restrictions of the Securities and Exchange Commission, any stock exchange
upon which such Shares or other securities are then listed and any applicable   

Federal or state securities laws, and the Committee may cause a legend or       
legends to be put on any such certificates to make appropriate reference to such
restrictions.                                                                   

Section 7. Options Awarded to Independent Directors                             

   Each Independent Director who is a member of the Board on (i) the date on
which the Plan is approved by the Stockholders or thereafter becomes an         
Independent Director, and (ii) June 30 of a calendar year during the term of the
Plan shall automatically be granted a Non-Qualified Stock Option to purchase    
10,000 Shares on (I) the date of such approval or date on which such person     
becomes an Independent Director, and (II) July 1 of such calendar year,         
respectively. All Options granted pursuant to this Section 7 shall (a) be at an 
exercise price per Share equal to 100% of the Fair Market Value of a Share on   
the date of the grant; (b) have a term of 10 years; (c) terminate (i) upon      
termination of an Independent Director's service as a director of the Company   
for any reason other than mental or physical disability or death, (ii) three    
months after the date the Independent Director ceases to serve as a director of 
the Company due to physical or mental disability or (iii)(1) 12 months after the
date the Independent Director ceases to serve as a director due to the death of 
the Independent Director or (2) three months after the death of the Independent 
Director if such death shall occur during the three month period following the  
date the Independent Director ceased to serve as a director of the Company due  
to physical or mental disability; and (d) be otherwise on the same terms and    
conditions as other Options granted pursuant to the Plan.                       

Section 8. Amendment and Termination                                            

Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Option Agreement or in the Plan:                       

(a) Amendments to the Plan. The Board may amend, alter, suspend,      
discontinue or terminate the Plan, without the consent of any stockholder,      
Participant, other holder or beneficiary of an Option, or other Person;         
provided, however, that no amendment of the Plan shall cause the Plan to be in  
violation of Rule 16b-3 (including Section (c)(2)(ii)(B) thereof); and provided,
further, that notwithstanding any other provision of the Plan or any Option     
Agreement, without the approval of the stockholders of the Company no amendment,
alteration, suspension, discontinuation, or termination shall be made that      
would: (i) increase the total number of Shares available under the Plan, except 
as provided in Section 4 of the                                                 

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Plan; (ii) increase the benefits accruing to Participants under the Plan; or    
(iii) modify the requirements as to eligibility for participation in the Plan;  
or where such stockholder approval would be required under Section 422 of the   
Code in order for Incentive Stock Options to qualify as such, or under Section  
162(m) of the Code, in order for compensation to continue to qualify as         
"performance based compensation."                                               

(b) Adjustment of Options Upon Certain Acquisitions. In the event the 
Company or any Affiliate shall assume outstanding employee awards in connection 
with the acquisition of another business or another corporation or business     

entity, the Committee may make such adjustments, not inconsistent with the terms
of the Plan, in the terms of Options as it shall deem appropriate in order to   
achieve reasonable comparability or other equitable relationship between the    
assumed awards and the Options granted under the Plan as so adjusted.           

(c) Adjustments of Options Upon the Occurrence of Certain Unusual or  
Nonrecurring Events. The Committee shall be authorized to make adjustments in   
the terms and conditions of, and the criteria included in, Options in           
recognition of unusual or nonrecurring events (including, without limitation,   
the events described in Section 4(b) hereof) affecting the Company, any         
Affiliate or the financial statements of the Company or any Affiliate or of     
changes in applicable laws, regulations or accounting principles, whenever the  
Committee determines that such adjustments are appropriate in order to prevent  
dilution or enlargement of the benefits or potential benefits to be made        
available under the Plan.                                                       

     (d) Correction of Defects, Omissions and Inconsistencies. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in the   
Plan or any Option in the manner and to the extent it shall deem desirable to   
carry the Plan into effect.                                                     

Section 9. Election to Have Shares Withheld                                     

(a) In combination with or in substitution for cash withholding or any
other legal method of satisfying federal and state withholding tax liability, a 
Participant may elect to have Shares withheld by the Company in order to satisfy
federal and state withholding tax liability (a "share withholding election"),   
provided, (i) the Committee shall not have revoked its advance approval of the  
holder's share withholding election; and (ii) the share withholding election is 
made on or prior to the date on which the amount of withholding tax liability is
determined (the "Tax Date"). If a Participant elects within thirty (30) days of 
the date of exercise to be subject to withholding tax on the exercise date      
pursuant to the provisions of Section 83(b) of the Code, then the share         
withholding election may be made during such thirty (30) day period.            
Notwithstanding the foregoing, a holder whose transactions in Common Stock are  
subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, may
make a share withholding election only if the following additional conditions   
are met: (i) the share withholding election is made no sooner than six (6)      
months after the date of grant of the Option, except, however, such six (6)     
month condition shall not apply if the Participant's death or disability (as    
shall be determined by the Committee) occurs within such six (6) month period;  
and (ii) the share withholding election is made (x) at least six (6) months     
prior to the Tax Date, or (y) during the period beginning on the third business 
day following the date of release of the Company's quarterly or annual financial
results and ending on the twelfth business day following such date.             

   (b) A share withholding election shall be deemed made when written notice
of such election, signed by the Participant, has been hand delivered or         
transmitted by registered or certified mail to the Secretary of the Company at  
its then principal office. Delivery of said notice shall constitute an          
irrevocable election to have Shares withheld.                                   

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     (c) If a Participant has made a share withholding election pursuant to this
Section 9; and (i) within thirty (30) days of the date of exercise of the       
Option, the Participant elects pursuant to the provisions of Section 83(b) of   
the Code to be subject to withholding tax on the date of exercise of the Option,
then such Participant will be unconditionally obligated to immediately tender   
back to the Company the number of Shares having an aggregate fair market value  
(as determined in good faith by the Committee), equal to the amount of tax      
required to be withheld plus cash for any fractional amount, together with      
written notice to the Company informing the Company of the Participant's        
election pursuant to Section 83(b) of the Code; or (ii) if the Participant has  
not made an election pursuant to the provisions of Section 83(b) of the Code,   
then on the Tax Date, such Participant will be unconditionally obligated to     
tender back to the Company the number of Shares having an aggregate fair market 
value (as determined in good faith by the Committee), equal to the amount of tax
required to be withheld plus cash for any fractional amount.                    

Section 10. Vesting Limitation on Incentive Stock Options                       

The Fair Market Value of Shares subject to Incentive Stock Options    
(determined as of the date such Incentive Stock Options are granted) exercisable
for the first time by any individual during any calendar year shall in no event 
exceed $100,000.                                                                

Section 11. General Provisions                                                  

     (a) No Rights to Awards. No Key Employee or Consultant shall have any claim
to be granted any Option under the Plan, and there is no obligation for         
uniformity of treatment of Key Employees or Consultants or holders or           
beneficiaries of Options under the Plan. The terms and conditions of Options    
need not be the same with respect to each recipient.                            

  (b) No Limit on Other Plans. Nothing contained in the Plan shall prevent
the Company or any Affiliate from adopting or continuing in effect other or     
additional compensation arrangements and such arrangements may be either        
generally applicable or applicable only in specific cases.                      

   (c) No Right to Employment. The grant of an Option shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a   
Participant from employment, free from any liability, or any claim under the    
Plan, unless otherwise expressly provided in the Plan or in any Option          
Agreement.                                                                      

   (d) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware and applicable Federal law.              

    (e) Severability. If any provision of the Plan or any Option is or becomes
or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or    
would disqualify the Plan or any Option under any law deemed applicable by the  
Committee, such provision shall be construed or deemed amended to conform to    
applicable laws, or if it cannot be construed or deemed amended without, in the 
determination of the Committee, materially altering the intent of the Plan, such
provision shall be deemed void, stricken and the remainder of the Plan and any  

such Option shall remain in full force and effect.                              

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    (f) No Trust or Fund Created. Neither the Plan nor any Option shall create
or be construed to create a trust or separate fund of any kind or a fiduciary   
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from 
the Company or any Affiliate pursuant to an Option, such right shall be no      
greater than the right of any unsecured general creditor of the Company or any  
Affiliate.                                                                      

     (g) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Option, and the Committee shall determine whether   
cash, other securities or other property shall be paid or transferred in lieu of
any fractional Shares or whether such fractional Shares or any rights thereto   
shall be canceled, terminated or otherwise eliminated.                          

 (h) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of 
the Plan or any provision hereof.                                               

Section 12. Effective Date of the Plan                                          

The Plan is effective as of __________, 1996, subject to stockholder  
approval thereof.                                                               

Section 13. Term of the Plan                                                    

The Plan shall continue until the earlier of (i) the date on which all
Options issuable hereunder have been issued, (ii) the termination of the Plan by
the Board or (iii) __________, 2006. However, unless otherwise expressly        
provided in the Plan or in an applicable Option Agreement, any Option           
theretofore granted may extend beyond such date and the authority of the        
Committee to amend, alter, adjust, suspend, discontinue or terminate any such   
Option or to waive any conditions or rights under any such Option, and the      
authority of the Board to amend the Plan, shall extend beyond such date.        

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PROXY CARD

 RAGAR CORP.

 Proxy Solicited on Behalf of the Board of Directors for the
 Special Meeting of Stockholders on February 21, 1997 at
100 Maiden Lane, New York, New York.

    The undersigned, a stockholder of RAGAR CORP., a New York corporation (the
"Company"), does hereby appoint Philip A. Herman and William Poccia and each of 
them, proxies of the undersigned, with full power of substitution, to vote all  
the shares which the undersigned would be entitled to vote at the Special       
Meeting of Stockholders of RAGAR CORP. to be held at 10:00 A.M. on February 21, 
1997, and at any adjournments or postponements thereof, with all the powers the 
undersigned would possess if personally present.                                

  You are encouraged to specify your choice by marking the appropriate box
BELOW, but you need not mark any box if you wish to vote in accordance with the 
Board of Directors' recommendation. The above proxies cannot vote your shares   
unless you sign and return this card. The Board of Directors favors a vote "FOR"
each item.                                                                      

1. Approval of the Reincorporation Proposal.          / / FOR         
                                                 / / AGAINST
                                                 / / ABSTAIN

2. Adoption of the Company's 1997 Stock Option Plan.  / / FOR         
                                                 / / AGAINST
                                                 / / ABSTAIN

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 IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.                               

  THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE       
ITEM(S) FOR WHICH NO DIRECTION IS INDICATED.                                    

Dated: ____________________, 1997                                               

_________________________________                                               
(Signature)                                               

_________________________________                                               
(Signature if held jointly)                                               

NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please  
give full title as such.                                                        

The signer hereby revokes all proxies heretofore given by the signer to vote at 
said meeting or any adjournments thereof.                                       

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED  
ENVELOPE. THANK YOU.                                                            

 -2-

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This PRES14A Filing	Date	First	Last	Other Filings

	5/30/95	22
	6/1/95	19
	6/2/95	17	19
	7/5/95	20
	7/28/95	20
	12/31/95	17	19
	5/28/96	21
	8/5/96	19
	9/1/96	18
	9/11/96	19
	9/30/96	11		10QSB
	11/1/96	18
Filed On / Filed As Of	12/30/96
	1/29/97	3	4
For The Period Ended	2/21/97	3	55

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Nations Flooring Inc · PRES14A · For 2/21/97

Filed On 12/30/96 · SEC File 0-26664 · Accession Number 889812-96-2001

Preliminary Proxy Solicitation Material -- Special Meeting · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Preliminary Proxy Solicitation Material -- Special Meeting · Schedule 14A
Filing Table of Contents