

<PAGE>

                             LETTER OF TRANSMITTAL
                        TO TENDER SHARES OF COMMON STOCK
                                       of
                             ALBA-WALDENSIAN, INC.
                       PURSUANT TO THE OFFER TO PURCHASE
                            DATED NOVEMBER 12, 1999
                                       by
                             AWS ACQUISITION CORP.
                          a wholly-owned subsidiary of
                           TEFRON U.S. HOLDINGS CORP.
                          a wholly-owned subsidiary of
                                  TEFRON LTD.

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

   THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
   CITY TIME, ON MONDAY, DECEMBER 13, 1999, UNLESS THE OFFER IS EXTENDED.

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

                        THE DEPOSITARY FOR THE OFFER IS:

                           FIRST UNION NATIONAL BANK

<TABLE>
<S>                                      <C>                                      <C>
               By Mail:                                 By Hand:                          By Overnight Delivery:

       First Union National Bank                First Union National Bank                First Union National Bank
      Corporate Trust Operations               Corporate Trust Operations               Corporate Trust Operations
 1525 West W.T. Harris Boulevard, 3C3     1525 West W.T. Harris Boulevard, 3C3     1525 West W.T. Harris Boulevard, 3C3
 Charlotte, North Carolina 28288-1153     Charlotte, North Carolina 28288-1105     Charlotte, North Carolina 28262-1105
</TABLE>

<TABLE>
<S>                                      <C>
       By Facsimile Transmission                  To Confirm Receipt of
   (For Eligible Institutions Only)           Notice of Guaranteed Delivery
            (704) 590-7628                           (704) 590-7408
To Confirm Facsimile Transmission Only
            (704) 590-7408
</TABLE>


    DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 PROVIDED BELOW.


    THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.


    This Letter of Transmittal is to be completed by stockholders either if
certificates for Shares (as defined in the Offer to Purchase dated November 12,
1999 (the "Offer to Purchase")) are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase) is utilized, if tenders of
Shares are to be made by book-entry transfer to the depositary and transfer
agent, First Union National Bank ("Depositary") at the Depository Trust Company
("DTC"), pursuant to the book-entry procedures set forth in Section 3 of the
Offer to Purchase. Stockholders who tender Shares by book-entry transfer are
referred to herein as "Book-Entry Stockholders."


    Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary on or prior to
the Expiration Date (as defined in the Offer to Purchase) or who cannot complete
the procedures for book-entry transfer, if applicable, on a timely basis, must
tender their Shares according to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO
DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

<PAGE>

<TABLE>
<CAPTION>
                         DESCRIPTION OF SHARES TENDERED
-----------------------------------------------------------------------------------
 NAME(S) AND ADDRESS(ES) OF REGISTERED
               HOLDER(S)
      (PLEASE FILL IN EXACTLY AS          CERTIFICATE(S) AND SHARE(S) TENDERED
          NAME(S) APPEAR(S)                 (ATTACH ADDITIONAL SIGNED LIST, IF
  ON SHARE CERTIFICATE(S) TENDERED)                     NECESSARY)
-----------------------------------------------------------------------------------
                                                       TOTAL NUMBER
                                                        OF SHARES
                                            SHARE      REPRESENTED      NUMBER
                                         CERTIFICATE     BY SHARE     OF SHARES
                                          NUMBER(S)*   CERTIFICATE(S)*  TENDERED**
                                         ------------------------------------------
<S>                                      <C>           <C>           <C>

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

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

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

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

                                         ------------------------------------------
                                          TOTAL SHARES
                                         ------------------------------------------
</TABLE>

  * Need not be completed by Book-Entry Stockholders.

 ** Unless otherwise indicated, it will be assumed that all Shares represented
    by Share Certificates delivered to the Depositary are being tendered. See
    Instruction 4.

/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN
    ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING
    (ONLY PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

    Name of Tendering Institution
                                  ----------------------------------------------

    Account Number                       Transaction Code Number
                   ---------------------                         ---------------

/ / CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
    DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING.
    PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.

    Name(s) of Registered Holder(s)
                                    --------------------------------------------

    Window Ticket Number (if any)
                                  ----------------------------------------------

    Date of Execution of Notice of Guaranteed Delivery
                                                       -------------------------

    Name of Institution which Guaranteed Delivery
                                                  ------------------------------

/ / CHECK HERE IF CERTIFICATES FOR SHARES TO BE TRANSFERRED HAVE BEEN LOST,
    DESTROYED, MUTILATED OR STOLEN. SEE INSTRUCTION 10.


                                       2
<PAGE>

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:


     The undersigned hereby tenders to AWS Acquisition Corp. (the "Purchaser"),
a Delaware corporation, and a wholly-owned subsidiary of Tefron U.S. Holdings
Corp., a Delaware corporation (the "Parent") and a wholly-owned subsidiary of
Tefron Ltd., a corporation organized under the laws of the State of Israel
("Tefron"), the above described shares of Common Stock, par value $2.50 per
share (the "Shares"), of Alba-Waldensian, Inc., a Delaware corporation (the
"Company"), pursuant to the Purchaser's offer to purchase all outstanding Shares
at a price of $18.50 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which, as amended or supplemented from time to time, together with
the Offer to Purchase constitute the "Offer"). The undersigned understands that
the Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of its direct or indirect subsidiaries or
affiliates the right to purchase all or any portion of the Shares tendered
pursuant to the Offer. As used herein, the term "Purchaser" shall, if
applicable, include any such subsidiary and affiliate.


     Subject to, and effective upon, acceptance for payment of the Shares
tendered hereby in accordance with the terms and subject to the conditions of
the Offer (including if the Offer is extended or amended, the terms and
conditions of such extension or amendment), the undersigned hereby sells,
assigns, and transfers to, or upon the order of, the Purchaser all right, title
and interest in and to all of the Shares that are being tendered hereby and any
and all dividends on the Shares, including, without limitation, the issuance of
additional Shares pursuant to a stock dividend or stock split, the issuance of
other securities, the issuance of rights for the purchase of any securities, or
any cash dividends that are declared or paid by the Company on or after the date
of the Offer to Purchase and are payable or distributable to stockholders of
record on a date prior to the transfer into the name of the Purchaser or its
nominees or transferees on the Company's stock transfer records of the Shares
purchased pursuant to the Offer (collectively, "Distributions"), and irrevocably
constitutes and appoints the Depositary the true and lawful agent,
attorney-in-fact and proxy of the undersigned to the full extent of the
undersigned's rights with respect to such Shares (and Distributions) with full
power of substitution (such power of attorney and proxy being deemed to be
irrevocable and coupled with an interest), to (a) deliver Share Certificates
(and Distributions), or transfer ownership of such Shares on the account books
maintained by DTC, together in either such case with all accompanying evidences
of transfer and authenticity, to or upon the order of the Purchaser upon receipt
by the Depositary, as the undersigned's agent, of the purchase price, (b)
present such Shares (and Distributions) for transfer on the books of the Company
and (c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and Distributions), all in accordance with the terms
and subject to the conditions of the Offer.

     By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints designees of the Purchaser, and each of them, the attorneys-in-fact and
proxies of the undersigned, each with full power of substitution, to the full
extent of the undersigned's rights with respect to the Shares, to vote in such
manner as each such attorney and proxy or his or her substitute shall, in his or
her sole discretion, deem proper, and otherwise act (including pursuant to
written consent) with respect to all of the Shares tendered hereby which have
been accepted for payment by the Purchaser prior to the time of such vote or
action (and Distributions) which the undersigned is entitled to vote at any
meeting of stockholders of the Company (whether annual or special and whether or
not an adjourned meeting), or by written consent in lieu of such meeting, or
otherwise. This power of attorney and proxy is coupled with an interest in the
Company and in the Shares and is irrevocable and is granted in consideration of,
and is effective upon, the acceptance for payment of such Shares by the
Purchaser in accordance with the terms of the Offer. Such acceptance for payment
shall revoke, without further action, any other power of attorney or proxy
granted by the undersigned at any time with respect to such Shares (and
Distributions) and no subsequent powers of attorney or proxies will be given
(and if given will be deemed not to be effective) with respect thereto by the
undersigned. The undersigned understands that the Purchaser reserves the right
to require that, in order for Shares to be deemed validly tendered,

                                       3
<PAGE>

immediately upon the Purchaser's acceptance for payment of such Shares, the
Purchaser is able to exercise full voting rights with respect to such Shares and
Distributions, including voting at any meeting of stockholders.

     By executing this Letter of Transmittal, the undersigned represents and
warrants that the undersigned has full power and authority to tender, sell,
assign and transfer the Shares tendered hereby and all Distributions, that the
undersigned own(s) the Shares tendered hereby within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), that such tender of Shares complies with Rule 14e-4 under the Exchange
Act and that when the same are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto and to
all Distributions, free and clear of all liens, restrictions, charges and
encumbrances and the same will not be subject to any adverse claim. The
undersigned, upon request, will execute and deliver any additional documents
reasonably deemed by the Depositary or the Purchaser to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby and all Distributions. In addition, the undersigned shall promptly remit
and transfer to the Depositary for the account of the Purchaser any and all
other Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer and, pending such remittance or
appropriate assurance thereof, the Purchaser shall be entitled to all rights and
privileges as owner of such Distributions and may withhold the entire purchase
price or deduct from the purchase price of Shares tendered hereby the amount or
value thereof, as determined by the Purchaser in its sole discretion.

     No authority herein conferred or herein agreed to be conferred shall be
affected by, and all such authority shall survive, the death or incapacity of
the undersigned and any obligation of the undersigned hereunder shall be binding
upon the heirs, executors, administrators, legal representatives, successors and
assigns of the undersigned. Tenders of Shares pursuant to the Offer are
irrevocable, except that Shares tendered pursuant to the Offer may be withdrawn
at any time on or prior to the Expiration Date and, unless theretofore accepted
for payment pursuant to the Offer, may also be withdrawn at any time after
January 11, 2000. See Section 4 of the Offer to Purchase.

     The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Purchaser upon the terms and subject to the conditions of the Offer.

     Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Share
Certificates not tendered or accepted for payment in the name(s) of the
undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions" please mail the check for the purchase price and/or return any
Share Certificates not tendered or accepted for payment (and accompanying
documents as appropriate) to the undersigned at the address shown below the
undersigned's signature. In the event that both the "Special Delivery
Instructions" and the "Special Payment Instructions" are completed, please issue
the check for the purchase price and/or return any Share Certificates not
tendered or accepted for payment in the name(s) of, and deliver said check
and/or return certificates to, the person or persons so indicated. Book-Entry
Stockholders may request that any Shares not accepted for payment be returned by
crediting such account maintained at DTC as such Book-Entry Stockholder may
designate by making an appropriate entry under "Special Payment Instructions."
The undersigned recognizes that the Purchaser has no obligation pursuant to the
"Special Payment Instructions" to transfer any Shares from the name of the
registered holder thereof if the Purchaser does not accept for payment any of
such Shares tendered hereby.

                                       4
<PAGE>

<TABLE>
<CAPTION>

       SPECIAL PAYMENT INSTRUCTIONS                     SPECIAL DELIVERY INSTRUCTIONS
          (SEE INSTRUCTIONS 1, 5, 6 AND 7)              (SEE INSTRUCTIONS 1, 5, 6 AND 7)
<S>                                            <C>

    To be completed ONLY if Share Certificates not      To be completed ONLY if Share Certificates not
tendered or not purchased and/or the check for the      tendered or not purchased and/or the check for the
purchase price of Shares purchased are to be issued in  purchase price of Shares purchased are to be sent to
the name of someone other than the undersigned, or if   someone other than the undersigned, or to the
Shares tendered by book-entry transfer which are not    undersigned at an address other than that shown on the
purchased are to be returned by credit to an account    inside front cover.
maintained at DTC other than that designated on the
inside front cover.

Issue:         / / Check      / / Certificate(s) to:    Mail         / / Check         / / Certificate(s) to:


Name                                                    Name
     -----------------------------------------------         ------------------------------------------------
                        (PRINT)                                                 (PRINT)

Address                                                 Address
     -----------------------------------------------         ------------------------------------------------

----------------------------------------------------    -----------------------------------------------------
                     (ZIP CODE)                                              (ZIP CODE)

----------------------------------------------------    -----------------------------------------------------
   (TAX IDENTIFICATION OR SOCIAL SECURITY NO.)               (TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
              (SEE SUBSTITUTE FORM W-9)

/ / Credit unpurchased Shares tendered by book-entry
    transfer to account at DTC set forth below:

----------------------------------------------------
                  (ACCOUNT NUMBER)
</TABLE>


                                       5
<PAGE>

                                   IMPORTANT

                             STOCKHOLDER: SIGN HERE
           (ALSO PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN)

X
  ----------------------------------------------------------------------------
                        SIGNATURE(S) OF STOCKHOLDER(S)

X
  ----------------------------------------------------------------------------
                        SIGNATURE(S) OF STOCKHOLDER(S)

Dated:                    1999
       ------------------

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
Share Certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the necessary information.
See Instruction 5.)


Name(s):
         -----------------------------------------------------------------------
                                  (PLEASE PRINT)

Capacity (full title):
                       ---------------------------------------------------------

Address:
         -----------------------------------------------------------------------

--------------------------------------------------------------------------------
                                   (ZIP CODE)

Area Code and Tel. No.:
                        --------------------------------------------------------

Tax Identification or
  Social Security No.:
                       --------------------------------------------------------
                               (SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)

                           GUARANTEE OF SIGNATURE(S)
                    (IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)


Authorized Signature:
                      ----------------------------------------------------------

Name (Please print):
                     -----------------------------------------------------------

Name of Firm:
              ------------------------------------------------------------------

Address:
         -----------------------------------------------------------------------
                                  (INCLUDE ZIP CODE)

Area Code and Tel. No.:
                        --------------------------------------------------------

Dated:                , 1999
       --------------

                                       6
<PAGE>

                                  INSTRUCTIONS




             FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER


1. GUARANTEE OF SIGNATURES.

     No signature guarantee on this Letter of Transmittal is required (i) if
this Letter of Transmittal is signed by the registered holder(s) (which term,
for purposes of this document, shall include any participant in DTC whose name
appears on a security position listing as the owner of Shares) of the Shares
tendered herewith, unless such holder(s) has completed either the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" above or (ii) if such Shares are tendered for the account of a
firm that is a bank, broker, dealer, credit union, savings association or other
entity which is a member in good standing of the Securities Transfer Agents
Medallion Program (an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 5.

2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES.

     This Letter of Transmittal is to be used either if Share Certificates are
to be forwarded herewith or, unless an Agent's Message is utilized, if tenders
are to be made pursuant to the procedures for tender by book-entry transfer set
forth in Section 3 of the Offer to Purchase. Share Certificates, or timely
confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such
Shares into the Depositary's account at DTC, as well as this Letter of
Transmittal (or a facsimile hereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message in the case of a
book-entry delivery, and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth herein prior to the Expiration Date (as defined in the Offer to Purchase).
Stockholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other required documents to the
Depositary prior to the Expiration Date or who cannot complete the procedures
for delivery by book-entry transfer on a timely basis may tender their Shares by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedures set forth in Section 3 of the Offer to
Purchase. Pursuant to such procedure: (i) such tender must be made by or through
an Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by the Purchaser,
must be received by the Depositary on or prior to the Expiration Date; and (iii)
the Share Certificates (or a Book-Entry Confirmation) representing all tendered
Shares, in proper form for transfer together with a properly completed and duly
executed Letter of Transmittal (or a facsimile hereof), with any required
signature guarantees (or, in the case of a book-entry delivery, an Agent's
Message) and any other documents required by this Letter of Transmittal, must be
received by the Depositary within three AMEX trading days after the date of
execution of such Notice of Guaranteed Delivery. An "AMEX trading day" is any
day on which American Stock Exchange is open for business. If Share Certificates
are forwarded separately to the Depositary, a properly completed and duly
executed Letter of Transmittal (or facsimile hereof) must accompany each such
delivery.

     THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY
THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

     No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution of
this Letter of Transmittal or facsimile hereof, waive any right to receive any
notice of the acceptance of their Shares for payment.

3. INADEQUATE SPACE.

     If the space provided herein under "Description of Shares Tendered" is
inadequate, the certificate numbers and/or the number of Shares and any other
required information should be listed on a separate schedule attached hereto and
separately signed on each page thereof in the same manner as this Letter of
Transmittal is signed.

                                       7
<PAGE>

4. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF SHARES WHO TENDER BY BOOK-ENTRY
TRANSFER).

     If fewer than all the Shares evidenced by any Share Certificate submitted
are to be tendered, fill in the number of Shares which are to be tendered in the
box entitled "Number of Shares Tendered." In such case, new Share
Certificate(s) for the remainder of the Shares that were evidenced by your old
Share Certificate(s) will be sent to you, unless otherwise provided in the
appropriate box marked "Special Payment Instructions" and/or "Special Delivery
Instructions" on this Letter of Transmittal, as soon as practicable after the
Expiration Date. All Shares represented by Share Certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.

5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.

     If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the Share Certificate(s) without alteration,
enlargement or any other change whatsoever.

     If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.

     If any tendered Shares are registered in different names on several Share
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of such Shares.

     If this Letter of Transmittal or any Share Certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to the Purchaser of their authority to so act must be submitted.

     When this Letter of Transmittal is signed by the registered owner(s) of the
Shares listed and transmitted hereby, no endorsements of Share Certificates or
separate stock powers are required unless payment is to be made to or Share
Certificates not tendered or purchased are to be issued in the name of a person
other than the registered owner(s). Signatures on such Share Certificates or
stock powers must be guaranteed by an Eligible Institution.

     If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Shares listed, the Share Certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner(s) appear(s) on the Share
Certificates. Signatures on such Share Certificates or stock powers must be
guaranteed by an Eligible Institution.

6. STOCK TRANSFER TAXES.


     Except as set forth in this Instruction 6, the Purchaser will pay or cause
to be paid any stock transfer taxes with respect to the transfer and sale of
purchased Shares to it or its order pursuant to the Offer. If, however, payment
of the purchase price of any Shares purchased is to be made to, or
certificate(s) for Shares not tendered or not purchased are to be issued in the
name of any person(s) other than the registered holder(s), or if tendered Share
Certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s) or such person(s)) payable on
account of the transfer to such person will be deducted from the purchase price
received by such person(s) pursuant to this Offer (i.e., such purchase price
will be reduced) unless satisfactory evidence of the payment of such taxes or
exemption therefrom is submitted.


     EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES LISTED IN THIS
LETTER OF TRANSMITTAL.

                                       8
<PAGE>

7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS.

     If a check is to be issued in the name of, and/or certificates for
unpurchased Shares are to be returned to, a person other than the
person(s) signing this Letter of Transmittal or if a check is to be sent and/or
such Share Certificates are to be returned to someone other than the
person(s) signing this Letter of Transmittal or to an address other than that
shown on the inside front cover hereof, the appropriate boxes on this Letter of
Transmittal should be completed. Book-Entry Stockholders may request that Shares
not purchased be credited to such account maintained at DTC as such Book-Entry
Stockholder may designate hereon. If no such instructions are given, such Shares
not purchased will be returned by crediting the account at DTC designated above.
See Instruction 1.

8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

     Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses set forth below.
Requests for additional copies of the Offer to Purchase, this Letter of
Transmittal and other tender offer materials may be directed to the Information
Agent or to brokers, dealers, commercial banks or trust companies.

9. UNITED STATES BACKUP WITHHOLDING; SUBSTITUTE FORM W-9.

     Under U.S. federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
stockholder's correct taxpayer identification number ("TIN") on Substitute Form
W-9 below, or alternatively, to establish another basis for an exemption from
backup withholding. If the Depositary is not provided with the correct TIN, the
Internal Revenue Service may subject the stockholder or other payee to a $50
penalty, and payments that are made to such stockholder or other payee with
respect to Shares purchased pursuant to the Offer may be subject to 31% backup
withholding.

     Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on Substitute
Form W-9. In order for a foreign individual to qualify as an exempt recipient,
such holder must submit to the Depositary a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that individual's exempt status.
A Form W-8 can be obtained from the Depositary. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for more
instructions.

     If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the stockholder or other payee. Backup withholding is
not an additional tax. Rather, the U.S. federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.

     To prevent backup withholding on payments that are made to a stockholder or
other payee with respect to Shares purchased pursuant to the Offer, the
stockholder is required to notify the Depositary of such stockholder's correct
TIN (or the TIN of any other payee) by completing a Substitute Form W-9
certifying, under penalties of perjury, (i) that the TIN provided on Substitute
Form W-9 is correct (or that such stockholder is awaiting a TIN), and (ii) that
(a) such stockholder is exempt from backup withholding, (b) such stockholder has
not been notified by the Internal Revenue Service that such stockholder is
subject to backup withholding as a result of a failure to report all interest or
dividends or (c) the Internal Revenue Service has notified such stockholder that
such stockholder is no longer subject to backup withholding.

     The box in Part 3 of the Substitute Form W-9 may be checked if the
tendering stockholder (or other payee) has not been issued a TIN but has applied
for a TIN or intends to apply for a TIN in the near future. If the box in Part 3
is checked, the stockholder or other payee must also complete the Certificate of
Awaiting Taxpayer Identification Number in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Depositary.

     The stockholder is required to give the Depositary the TIN of the record
holder of the Shares. If the Shares are registered in more than one name or are
not registered in the name of the actual owner, consult the enclosed

                                       9
<PAGE>

"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.

10. LOST, DESTROYED, MUTILATED, OR STOLEN CERTIFICATES.

     If any Share Certificate(s) have been lost, destroyed, mutilated, or
stolen, the stockholder should promptly notify the Company's transfer agent
First Union National Bank at (800) 829-8432. The stockholder will then be
instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, mutilated, or destroyed
certificates have been followed.

11. WAIVER OF CONDITIONS.

     The conditions to the Offer may be waived by Purchaser (subject to certain
limitations in the Merger Agreement (as defined in the Offer to Purchase)), in
whole or in part at any time and from time to time in Purchaser's sole
discretion.

     IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY HEREOF) OR AN
AGENT'S MESSAGE TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR
TO THE EXPIRATION DATE.

                                       10
<PAGE>

                 TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS
                              (SEE INSTRUCTION 9)
                      PAYER'S NAME: AWS ACQUISITION CORP.

START HERE

<TABLE>
<S>                               <C>                                            <C>
                                  PART I -- Please provide your name, address
            SUBSITUTE             (below) and TIN (in Part 3) and certify by              Social Security Number
                                  signing and dating below                                          OR
            FORM W-9              Name:     _________________________________
                                  Address:  _________________________________               Employer ID Number
                                  ___________________________________________
   DEPARTMENT OF THE TREASURY                                                               Awaiting TIN ________________
    INTERNAL REVENUE SERVICE
                                  PART II -- CERTIFICATION -- Under penalties of perjury, I certify that:
                                  (1) The number shown on this form is my correct Taxpayer Identification Number (or I am
                                      waiting for a number to be issued to me and have checked the box in Part 3) and
      PAYER'S REQUEST FOR         (2) I am not subject to backup withholding because: (a) I am exempt from backup
    TAXPAYER IDENTIFICATION           withholding, (b) I have not been notified by the Internal Revenue Service (the
         NUMBER ("TIN")               "IRS") that I am subject to backup withholding as a result of a failure to report
       AND CERTIFICATION              all interest or dividends, or (c) the IRS has notified me that I am no longer
                                      subject to backup withholding.

                                  CERTIFICATION INSTRUCTIONS -- You must cross out item (2) of Part 2 above if you have
                                  been notified by the IRS that you are currently subject to backup withholding because of
                                  underreporting interest or dividends on your tax return. However, if after being
                                  notified by the IRS that you were subject to backup withholding you received another
                                  notification from the IRS that you are no longer subject to backup withholding, do not
                                  cross out item (2).
                                                                                                              1999
--------------------------------------------------         --------------------------------------------------
                    Signature                                                   Date
</TABLE>


NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
      OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
      THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
      NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS. YOU MUST COMPLETE
      THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE
      FORM W-9.

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
      I certify under penalties of perjury that a taxpayer identification
 number has not been issued to me, and either (1) I have mailed or delivered an
 application to receive a taxpayer identification number to the appropriate
 Internal Revenue Service Center or Social Security Administration Office, or
 (2) I intend to mail or deliver an application in the near future. I
 understand that if I do not provide a taxpayer identification number by the
 time of payment, 31% of all reportable payments made to me will be withheld.


 -------------------------------------------------   -------------------------
                   Signature                                    Date


                                       11
<PAGE>

     Questions and requests for assistance or additional copies of the Offer to
Purchase, the Letter of Transmittal and other tender offer materials may be
directed to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers listed below. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.


                    The Information Agent for the Offer is:
                             D.F. KING & CO., INC.
                                77 Water Street
                            New York, New York 10005
                 Banks and Brokers Call Collect: (212) 269-5550
                   All Others Call Toll Free: (800) 659-6590



                      The Dealer Manager for the Offer is:
                     CREDIT SUISSE FIRST BOSTON CORPORATION

                             Eleven Madison Avenue
                         New York, New York 10010-3629
                         Call Toll Free (800) 881-8320

November 12, 1999


