PURCHASE AGREEMENT

 LIFESTYLE FURNISHINGS INTERNATIONAL LTD.

                              $200,000,000

                10-7/8% Senior Subordinated Notes due 2006

                           PURCHASE AGREEMENT

                                                                   July 31, 1996

CHASE SECURITIES INC.
270 Park Avenue
New York, New York  10017

MERRILL LYNCH, PIERCE, FENNER
  & SMITH INCORPORATED
World Financial Center
North Tower
New York, New York 10281

Dear Sirs:

            Lifestyle Furnishings International Ltd., a Delaware corporation
(the "Company"), proposes to issue and sell $200,000,000 principal amount of its
10-7/8% Senior Subordinated Notes due 2006 (the "Notes") to be unconditionally
guaranteed on a senior subordinated basis (the "Guarantees" and together with
the Notes, the "Securities") by certain entities listed on Schedule I hereto
that will be subsidiaries of the Company upon the consummation of the
Transactions and will then become parties hereto as provided by Section 5(y)
herein and Lifestyle Holdings Ltd. ("LHL") (collectively, the "Guarantors"). The
Securities are to be issued pursuant to an Indenture substantially in the form
of Exhibit A hereto to be dated as of the Closing Date (as defined in Section 3
hereof) (the "Indenture"), among the Company, the Guarantors and IBJ Schroder
Bank & Trust Company, as trustee (the "Trustee"). The Company and the
Guarantors, as provided by Section 5(y) herein (and in the case of LHL as a
party

hereto), hereby confirm the agreement with Chase Securities Inc. ("CSI") and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with CSI, the
"Initial Purchasers") with respect to the sale of the Securities.

            The Securities will be offered and sold to the Initial Purchasers
without being registered under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on an exemption therefrom. The Company has
prepared a preliminary offering memorandum dated June 4, 1996 and a preliminary
offering memorandum dated July 19, 1996 (such preliminary offering memoranda
being collectively hereinafter referred to as the "preliminary offering
memorandum"), and an offering memorandum dated July 31, 1996 (such offering
memorandum, in the form first furnished to the Initial Purchasers for use in
connection with the offering of the Securities, being hereinafter referred to as
the "Offering Memorandum"), setting forth information regarding the Company, the
Guarantors and the Securities. The Company and the Guarantors, jointly and
severally, hereby confirm that they have authorized the use of the preliminary
offering memorandum and the Offering Memorandum in connection with the offering
and sale of the Securities.

            Holders (including subsequent transferees) of the Securities will
have the registration rights set forth in the Exchange and Registration Rights
Agreement (the "Registration Rights Agreement"), to be dated the Closing Date,
in substantially the form of Exhibit B hereto. Pursuant to the Registration
Rights Agreement, the Company and the Guarantors will agree to file with the
Securities and Exchange Commission (the "Commission") (i) a registration
statement under the Securities Act (the "Exchange Offer Registration Statement")
registering an issue of a series of senior subordinated notes unconditionally
guaranteed on a senior subordinated basis by the Guarantors (the "Exchange
Securities") identical in all material respects to the Securities (except that
the Exchange Securities will not contain terms with respect to transfer
restrictions) to be offered in exchange for the

Securities (the "Exchange Offer") and (ii) under certain circumstances, a shelf
registration statement pursuant to Rule 415 under the Securities Act (the "Shelf
Registration Statement").

            Capitalized terms used herein without definition have the respective
meanings specified therefor in the Offering Memorandum.

            1. Representations, Warranties and Agreements of the Company and the
Guarantors. The Company and the Guarantors jointly and severally represent and
warrant to and agree with each of the Initial Purchasers as of the date hereof
and as of the Closing Date that (except as disclosed in the Offering
Memorandum):

            (a) Each of the preliminary offering memorandum and the Offering
      Memorandum, as of its respective date, contains all the information that,
      if requested by a prospective purchaser, would be required to be provided
      pursuant to Rule 144A(d)(4) under the Securities Act. The Offering
      Memorandum does not, and at the Closing Date, the Offering Memorandum and
      any amendment or supplement thereto will not, contain any untrue statement
      of a material fact or omit to state any material fact required to be
      stated therein or necessary to make the statements therein, in light of
      the circumstances under which they were made, not misleading; and, the
      preliminary offering memorandum, as of its date, did not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading. The preceding
      sentence does not apply to information contained in or omitted from the
      preliminary offering memorandum or the Offering Memorandum (or any
      supplement or amendment thereto) in reliance upon and in conformity with
      written information relating to either Initial Purchaser furnished to the
      Company by or on behalf of either

      Initial Purchaser specifically for use therein (the "Initial Purchasers'
      Information"). The parties acknowledge and agree that the Initial
      Purchasers' Information consists solely of the last paragraph of text on
      the cover page of the Offering Memorandum and the third, fourth and sixth
      paragraphs under the caption "Plan of Distribution" in the Offering
      Memorandum.

            (b) Each of the Company, Furnishings International Inc. ("Holdings")
      and the Subsidiaries (each of the foregoing a "Furnishings Group Member"
      and collectively the "Furnishings Group") has been duly incorporated or
      organized and is validly existing as a corporation in good standing (if
      applicable) under the laws of its jurisdiction of incorporation, except in
      the case of Subsidiaries incorporated or organized outside of the United
      States, where the failure to be so incorporated or organized and validly
      existing in good standing would not have, singularly or in the aggregate,
      a material adverse effect on the condition (financial or otherwise),
      results of operations or business of the Company and the Subsidiaries
      taken as a whole, as constituted after giving effect to the Transactions
      (a "Material Adverse Effect"), is duly qualified to do business and is in
      good standing as a foreign corporation or otherwise in each jurisdiction
      in which its ownership or lease of property or the conduct of its
      businesses requires such qualification, except where the failure to so
      qualify would not have a Material Adverse Effect, and has all corporate
      power and authority necessary to own or hold its respective properties and
      to conduct the businesses in which it is engaged as described in the
      Offering Memorandum, except in the case of Subsidiaries incorporated or
      organized outside of the United States, where the failure to have such
      corporate power and authority would not have a Material Adverse Effect.
      The term "Subsidiary" means each person of which a majority of the voting
      equity securities of other interests will be owned, directly

      or indirectly, by the Company upon the consummation of the Transactions.

            (c) Each of Holdings and the Company has an authorized
      capitalization as set forth in the Offering Memorandum. All of the issued
      shares of capital stock of the Company have been duly and validly
      authorized and issued and are fully paid and nonassessable, and are owned
      by Holdings free and clear of any Lien (other than any Lien on such
      capital stock pursuant to the Senior Bank Facilities). The capital stock
      of Holdings conforms to the description thereof contained in the Offering
      Memorandum. The description of the capital stock of the Company contained
      in the Offering Memorandum is accurate. Schedule II attached hereto sets
      forth as of the Closing Date (after giving effect to the Transactions) a
      list of all Subsidiaries of the Company and the percentage ownership of
      the Company. The shares of capital stock or other ownership interests of
      the Company or a Subsidiary so indicated on Schedule II, upon the
      consummation of the Transactions, will be validly authorized and issued
      and will be fully paid and nonassessable, and the Company will own
      directly or through Subsidiaries, its ownership percentage of such
      Subsidiaries free and clear of any Lien (other than any Lien on such
      capital stock pursuant to the Senior Bank Facilities).

            (d) This Agreement has been duly authorized and validly executed and
      delivered by the Company and each of the Guarantors. The Acquisition
      Agreement has been duly authorized and validly executed and delivered by
      Holdings. At the Closing Date the Indenture will conform in all respects
      to the requirements of the Trust Indenture Act of 1939, as amended (the
      "Trust Indenture Act"), and the rules and regulations of the Commission
      applicable to an indenture which is qualified thereunder. The Indenture,
      the Registration Rights Agreement and the Tax Sharing Agreement, when
      executed and delivered, will have been duly authorized

      by the Company and each of the Subsidiaries which is a party thereto. The
      Acquisition Agreement constitutes, and each of the Indenture, the
      Registration Rights Agreement and the Tax Sharing Agreement, when duly
      executed and delivered in accordance with their respective terms by each
      of the parties thereto will constitute, a valid and legally binding
      agreement of each Furnishings Group Member which is a party thereto,
      enforceable against each Furnishings Group Member which is a party thereto
      in accordance with their respective terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
      and similar laws affecting creditors' rights and remedies generally and to
      general principles of equity (regardless of whether enforcement is sought
      in a proceeding at law or in equity).

            (e) On the Closing Date, the Notes will have been duly authorized by
      the Company, the Guarantees will have been duly authorized by the
      Guarantors and the Securities, the Indenture, the Registration Rights
      Agreement and the Tax Sharing Agreement will have been duly executed by
      the Company and each of the Subsidiaries which is a party thereto and will
      conform in all material respects to the descriptions thereof contained in
      the Offering Memorandum. Upon execution and delivery of the Indenture, and
      when the Notes are issued, authenticated and delivered in accordance with
      the Indenture and paid for in accordance with the terms of this Agreement,
      the Notes will constitute valid and legally binding obligations of the
      Company, enforceable against the Company in accordance with their terms
      and entitled to the benefits of the Indenture, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
      and similar laws affecting creditors' rights and remedies generally and to
      general principles of equity (regardless of whether enforcement is sought
      in a proceeding at law or in equity). Upon execution and delivery of the
      Indenture, and when the Securities are issued, authenticated and

      delivered in accordance with the terms of this Agreement, the Guarantees
      will constitute valid and legally binding obligations of the Guarantors
      enforceable against the Guarantors in accordance with their terms subject
      to applicable bankruptcy, insolvency, reorganization, moratorium,
      fraudulent transfer and similar laws affecting creditors' rights and
      remedies generally and to general principles of equity (regardless of
      whether enforcement is sought in a proceeding at law or in equity).

            (f) The execution, delivery and performance of the Indenture, the
      Securities, the Registration Rights Agreement, the Tax Sharing Agreement,
      the Acquisition Agreement and this Agreement by each Furnishings Group
      Member which is a party thereto, the consummation of the Transactions and
      the other transactions contemplated hereby and thereby, and the
      fulfillment of the terms hereof or thereof, will not conflict with or
      result in a breach or violation of any of the terms or provisions of, or
      constitute a default under, or, except as contemplated by the Senior Bank
      Facilities, result in the creation or imposition of any lien, charge or
      encumbrance upon any property or assets of any Furnishings Group Member
      pursuant to, any indenture, mortgage, deed of trust, loan agreement or
      other agreement or instrument to which any Furnishings Group Member is a
      party or by which any Furnishings Group Member is bound or to which any of
      the property or assets of any Furnishings Group Member is subject, nor
      will such actions result in any violation of the provisions of the
      charter, partnership agreement, by-laws or other constituent documents, as
      applicable, of any Furnishings Group Member or any statute or any
      judgment, order, decree, rule or regulation of any court or arbitrator or
      governmental agency or body having jurisdiction over any Furnishings Group
      Member or any of its properties or assets, except for any such conflict,
      breach, violation, default, lien, charge or encumbrance that would not
      have a Material Adverse

      Effect; the holders of the Securities will not be subject to personal
      liability for obligations of the Company or any Guarantor by reason of
      being such holders; and no consent, approval, authorization or order of,
      or filing or registration with, any such court or arbitrator or
      governmental agency or body under any such statute, judgment, order,
      decree, rule or regulation is required for the execution, delivery and
      performance of the Indenture, the Securities, the Registration Rights
      Agreement, the Tax Sharing Agreement, the Acquisition Agreement or this
      Agreement by any Furnishings Group Member or the consummation of the
      Transactions and the other transactions contemplated hereby and thereby
      which shall not have been obtained or made prior to the Closing Date
      (other than such consents, approvals, authorizations or orders of, or
      filings or registrations with, the Commission or any state securities
      regulatory authorities as may be required to be obtained or made pursuant
      to the Registration Rights Agreement).

            (g) Coopers & Lybrand LLP are independent public accountants with
      respect to the Company (and, to the knowledge of the Company, with respect
      to Masco) as required by the Securities Act and the rules and regulations
      thereunder for financial statements included in a definitive prospectus
      forming part of a registration statement on Form S-1 under the Securities
      Act. The historical combined financial statements of the Masco Home
      Furnishings Group (including the related notes) included in the
      preliminary offering memorandum and the Offering Memorandum comply in all
      material respects with the requirements applicable to a Registration
      Statement on Form S-1 and have been prepared, and fairly present in all
      material respects, the combined financial position of the Masco Home
      Furnishings Group at the respective dates indicated and the results of its
      operations and its cash flows for the respective periods indicated, in
      accordance with generally accepted accounting principles consistently

      applied throughout such periods except for changes in accounting required
      or permitted by generally accepted accounting principles and disclosed in
      such financial statements; and the financial information and financial
      data set forth in the Offering Memorandum under the captions
      "Summary--Summary Historical and Pro Forma Financial Information,"
      "Capitalization," "Selected Historical and Pro Forma Financial
      Information," "Unaudited Pro Forma Financial Information" and
      "Management's Discussion and Analysis of Results of Operations and
      Financial Condition" are derived from the accounting records of the Masco
      Home Furnishings Group, and fairly present in all material respects the
      data purported to be shown. The pro forma financial statements contained
      in the preliminary offering memorandum and the Offering Memorandum have
      been pre pared on a basis consistent with such historical state ments,
      except for the pro forma adjustments specified therein, include all
      material adjustments to the historical financial data required by Rule
      11-02 of Regulation S-X to reflect the Transactions as described in the
      Offering Memorandum, and give effect to assump tions made on a reasonable
      basis and present fairly the historical and proposed transactions
      contemplated by the preliminary offering memorandum, the Offering
      Memorandum and this Agreement. The other historical financial and
      statistical information and data included in the preliminary offering
      memorandum and the Offering Memorandum are, in all material respects,
      accurately presented.

            (h) There are no pending actions or suits or judicial, arbitral,
      rule-making or other administrative or other proceedings to which any
      Furnishings Group Member is a party or of which any property or assets of
      any Furnishings Group Member is the subject which, singularly or in the
      aggregate, are reasonably likely to have a Material Adverse Effect; and to
      the best of the Company's and each Guarantor's knowledge, no such

      proceedings are threatened or contemplated by governmental authorities or
      threatened by others.

            (i) No action has been taken and no statute, rule or regulation or
      order has been enacted, adopted or issued by any governmental agency or
      body which prevents the issuance of the Securities or suspends the sale of
      the Securities in any jurisdiction; no injunction, restraining order or
      order of any nature by a federal or state court of competent jurisdiction
      has been issued with respect to the Company or any of the Guarantors which
      would prevent or suspend the issuance or sale of the Securities, or the
      use of the preliminary offering memorandum or the Offering Memorandum in
      any jurisdiction; no action, suit or proceeding is pending against or, to
      the best of the Company's and each Guarantor's knowledge, threatened
      against or affecting any Furnishings Group Member before any court or
      arbitrator or any governmental body, agency or official, domestic or
      foreign, which could reasonably be expected to interfere with or
      materially adversely affect the issuance of the Securities or in any
      manner draw into question the validity thereof or in any manner draw into
      question the validity of the Indenture, the Securities, the Registration
      Rights Agreement, the Tax Sharing Agreement, the Acquisition Agreement or
      this Agreement or any action taken or to be taken pursuant hereto or
      thereto.

            (j) No Furnishings Group Member is, or after the consummation of the
      Transactions will be (i) in violation of its charter, partnership
      agreement, by-laws or other constituent documents, as applicable, (ii) in
      default in any respect, and no event has occurred which, with notice or
      lapse of time or both, would constitute such a default, in the due
      performance or observance of any term, covenant or condition contained in
      any indenture, mortgage, deed of trust, loan agreement or other material
      agreement or instrument to which it is a party or by which it is

      bound or to which any of its property or assets is subject and (iii) in
      violation in any respect of any law, ordinance, governmental rule,
      regulation or court decree to which it or its property or assets may be
      subject, except any violation or default under clause (ii) or (iii), that
      would not have a Material Adverse Effect.

            (k) Each Furnishings Group Member possesses, and after the
      consummation of the Transactions will possess, all material licenses,
      certificates, authorizations and permits issued by, and has made, and
      after the consummation of the Transactions will have made, all
      declarations and filings with, the appropriate state, federal or foreign
      regulatory agencies or bodies which are necessary for the ownership of its
      respective properties or the conduct of its respective businesses as
      described in the Offering Memorandum, except where the failure to possess
      or make the same would not have, singularly or in the aggregate, a
      Material Adverse Effect, and no Furnishings Group Member has received
      notification of any revocation or modification of any such license,
      authorization or permit and has no reason to believe that any such
      license, certificate, authorization or permit will not be renewed, except
      where such revocation, modification or non-renewal would not have,
      singularly or in the aggregate, a Material Adverse Effect.

            (l) All material Tax Returns (as defined below) required to be filed
      by or with respect to any Furnishings Group Member in any jurisdiction
      have been filed, other than those filings being contested in good faith,
      and all material Taxes (as defined below), including withholding taxes,
      penalties and interest, assessments, fees and other charges due or claimed
      to be due from such entities have been paid, other than those being
      contested in good faith and for which adequate reserves have been provided
      or those currently

      payable without penalty or interest. To the best of the Company's and each
      Guarantor's knowledge, all Tax Returns filed by or with respect to any
      Furnishings Group Member prior to the date hereof were complete and
      accurate, except such as could not reasonably be expected to result,
      singularly or in the aggregate, in a Material Adverse Effect. Except such
      as could not reasonably be expected to result, singularly or in the
      aggregate, in a Material Adverse Effect, no claim for assessment or
      collection of Taxes is presently being asserted against or with respect to
      any Furnishings Group Member and no Furnishings Group Member is a party to
      any pending action, proceeding or investigation by any governmental
      authority for the assessment or collection of Taxes (as defined below),
      nor does the Company have knowledge of any such threatened action,
      proceeding or investigation. Except as set forth on the schedules to the
      Acquisition Agreement, no waivers of statutes of limitation in respect of
      any material Tax Returns have been given by or with respect to or
      requested of any Furnishings Group Member nor has any Furnishings Group
      Member (or any party on its behalf) agreed to any extension of time with
      respect to a Tax assessment or deficiency. No material claim by any
      authority in a jurisdiction where any Furnishings Group Member does not
      currently file a Tax Return or regarding Taxes with respect to which no
      Tax Return is required to be filed in such jurisdiction is pending to the
      effect that any Furnishings Group Member is or may be subject to taxation
      by that jurisdiction. No Liens are presently imposed upon or asserted
      against or with respect to any assets of any Furnishings Group Member as a
      result of or in connection with any failure, or alleged failure, to pay
      any Tax, except such as could not reasonably be expected to result,
      singularly or in the aggregate, in a Material Adverse Effect. Except as
      provided in the Tax Sharing Agreement and for refunds to Masco for periods
      prior to the Closing Date, as of the Closing Date, neither the Company nor
      any Subsidiary will have any agreement, whether or not

      written, providing for the payment of Tax liabilities or entitlements to
      refunds with any other party. To the best of the Company's and each
      Guarantor's knowledge, each Furnishings Group Member has withheld and paid
      all Taxes required to be withheld in connection with any amounts paid or
      owing to any employee, creditor, independent contractor or other third
      party with respect to the business of such Furnishings Group Member,
      except where the failure to so withhold or pay would not, singularly or in
      the aggregate, have a Material Adverse Effect. For purposes of this
      Agreement, the terms "Tax" and "Taxes" shall mean all federal, state,
      local or foreign income, payroll, employee withholding, unemployment
      insurance, social security, sales use, service use, leasing use, excise,
      franchise, gross receipts, value added, alternative or add-on minimum,
      estimated, occupation, real and personal property, stamp, transfer,
      workers' compensation, severance, windfall profits, environmental
      (including taxes under Section 59A of the Internal Revenue Code of 1986,
      as amended (the "Code")), or other tax of the same or of a similar nature,
      including any interest, penalty, or addition thereto, whether disputed or
      not. The term "Tax Return" means any return, declaration, report, form,
      claim for refund, or information return or statement relating to Taxes or
      income subject to taxation, or any amendment thereto, and including any
      schedule or attachment thereto.

            (m) No Furnishings Group Member is, or after the consummation of the
      Transactions will be (a) an "investment company" or a company "controlled"
      by an investment company within the meaning of the Investment Company Act
      of 1940, as amended (the "Investment Company Act"), and the rules and
      regulations of the Commission thereunder or (b) a "holding company" or a
      "subsidiary company" of a holding company, or an "affiliate" thereof
      within the meaning of the Public Utility Holding Company Act of 1935, as
      amended.

            (n) The Furnishings Group Members maintain a system of internal
      accounting controls sufficient to provide reasonable assurance that (i)
      transactions are executed in accordance with management's general or
      specific authorizations; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain asset accountability; (iii)
      access to assets is permitted only in accordance with management's general
      or specific authorization; and (iv) the recorded accountability for assets
      is compared with the existing assets at reasonable intervals and
      appropriate action is taken with respect to any differences.

            (o) The Company and the Subsidiaries will maintain insurance
      covering their properties, operations, personnel and business, which
      insurance is in amounts and insures against such losses and risks, as the
      Company has reasonably concluded is sufficient, based on its experience
      and industry practice.

            (p) There are no securities of the Company or any Guarantor
      registered under the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"), or listed on a national securities exchange or quoted in
      a U.S. automated inter-dealer quotation system. The Company and each
      Guarantor has been advised that the Securities have been designated as
      PORTAL securities in accordance with the rules and regulations of the
      National Association of Securities Dealers, Inc. (the "NASD").

            (q) None of the proceeds of the sale of the Securities will be used,
      directly or indirectly, for the purpose of purchasing or carrying any
      "margin security" as that term is defined in Regulations G and U of the
      Board of Governors of the Federal Reserve System (the "Federal Reserve
      Board"), for the purpose of reducing or retiring any indebtedness which
      was originally incurred to purchase or carry any margin

      security or for any other purpose which might cause any of the Securities
      to be considered a "purpose credit" within the meanings of Regulation G,
      T, U or X of the Federal Reserve System.

            (r) Other than this Agreement (and the engagement letter between
      Holdings and CSI dated March 29, 1996), neither the Company nor any
      Guarantor is a party to any contract, agreement or understanding with any
      person that would give rise to a valid claim against the Company, any
      Guarantor or either Initial Purchaser for a brokerage commission, finder's
      fee or like payment in connection with the sale of the Securities.

            (s) The Furnishings Group Members own or possess, and after the
      consummation of the Transactions will own or will possess, adequate rights
      to use all material patents, patent applications, trademarks, service
      marks, trade names, trademark registrations, service mark registrations,
      copyrights, licenses and know-how (including trade secrets and other
      unpatented or unpatentable proprietary or confidential information,
      systems or procedures) necessary for the conduct of its business
      substantially as presently conducted and the Company has no reason to
      believe that the conduct of the business of the Company and its
      Subsidiaries will conflict with any such rights of others which might
      reasonably be expected to have a Material Adverse Effect, and has not
      received any notice of any claim of conflict with any such rights of
      others which might reasonably be expected to have a Material Adverse
      Effect.

            (t) Each Furnishings Group Member has, and after the consummation of
      the Transactions will have, good and marketable title in fee simple to, or
      has, and after the consummation of the Transactions will have, valid
      rights to lease or otherwise use, all items of real or personal property
      which are material to the business of the Company and its Subsidiaries, in
      each

      case free and clear of all liens, encumbrances, claims and defects, and
      imperfections of title, that may have a Material Adverse Effect (other
      than as contemplated by the Senior Bank Facilities).

            (u) No labor disturbance or dispute by the employees of any
      Furnishings Group Member exists or, to the best of the Company's and each
      Guarantor's knowledge, is threatened, in either case which might
      reasonably be expected to have a Material Adverse Effect.

            (v) No "prohibited transaction" (as defined in Section 406 of the
      Employee Retirement Income Security Act of 1974, as amended, including the
      regulations and published interpretations thereunder ("ERISA"), or Section
      4975 of the Code) or "accumulated funding deficiency" (as defined in
      Section 302 of ERISA) or any of the events set forth in Section 4043 of
      ERISA (other than events with respect to which the 30-day notice
      requirement under Section 4043 of ERISA has been waived) has, or after the
      consummation of the Transactions will have, occurred with respect to any
      employee benefit plan maintained by any Furnishings Group Member or any
      other person or entity that, together with any Furnishings Group Member,
      is treated as a single employer under Section 414 of the Code (each, an
      "ERISA Affiliate"); each employee benefit plan maintained by any ERISA
      Affiliate is, and after the consummation of the Transactions will be, in
      compliance in all material respects with applicable laws, including ERISA
      and the Code; no ERISA Affiliate has incurred and no ERISA Affiliate
      expects to incur liability under Title IV of ERISA with respect to the
      termination of, or withdrawal from, any "pension plan" (as defined in
      ERISA); and each "pension plan" maintained by any ERISA Affiliate has
      received a favorable determination letter from the Internal Revenue
      Service with respect to its qualification under Section 401(a) of the Code
      and nothing has occurred,

      whether by action or by failure to act, which might reasonably be expected
      to cause the loss of such qualification, except with respect to each item
      specified in this paragraph (v), as would not have a Material Adverse
      Effect.

            (w) There has been no storage, generation, transportation, handling,
      treatment, disposal, discharge, emission, or other release of any kind of
      toxic or other wastes or other hazardous substances by, due to, or caused
      by any Furnishings Group Member (or, to the best of the Company's and any
      Guarantor's knowledge, any other entity for whose acts or omissions any
      Furnishings Group Member is or may reasonably be expected to be liable)
      upon any of the property now or previously owned or leased by any
      Furnishings Group Member, or upon any other property, (i) in violation of
      any applicable statute or any ordinance, rule, regulation, order,
      judgment, decree or permit or (ii) which would, under any applicable
      statute or any ordinance, rule (including rule of common law), regulation,
      order, judgment, decree or permit, give rise to any liability, except in
      the case of both clauses (i) and (ii) for any violation or liability which
      could not reasonably be expected to result in, singularly or in the
      aggregate with all such violations and liabilities, a Material Adverse
      Effect; there has been no disposal, discharge, emission or other release
      of any kind onto such property or into the environment surrounding such
      property of any toxic or other wastes or other hazardous substances with
      respect to which the Company or any Guarantor has knowledge, except for
      any such disposal, discharge, emission or other release of any kind which
      could not reasonably be expected to result in, singularly or in the
      aggregate with all such disposals, discharges, emissions and other
      releases, a Material Adverse Effect.

            (x) None of the Company, any Guarantor, nor any affiliate (as such
      term is defined in Rule 501(b) under

      the Securities Act) of either of them has, directly or through any agent,
      sold, offered for sale, solicited offers to buy or otherwise negotiated in
      respect of, any "security" (as defined in the Securities Act), such that
      any such offer or sale is or will be integrated with the sale of the
      Securities in a manner that would require the registration of the
      Securities under the Securities Act.

            (y) None of the Company, any Guarantor, any affiliate (as such term
      is defined in Rule 501(b) under the Securities Act) of any of them nor to
      the Company's knowledge, any other person acting on its or their behalf
      (excluding the Initial Purchasers, their respective affiliates, officers,
      directors, employees, agents and representatives) has engaged, in
      connection with the offering of the Securities, in any form of general
      solicitation or general advertising within the meaning of Rule 502(c)
      under the Securities Act.

            (z) Assuming the accuracy of the Initial Purchasers' representations
      in Section 2 hereof and its compliance with the agreements set forth
      therein, it is not necessary, in connection with the issuance and sale of
      the Securities and the offer, resale and delivery of the Securities in the
      manner contemplated by this Agreement and the Offering Memorandum, to
      register the Securities under the Securities Act or to qualify the
      Indenture under the Trust Indenture Act.

            (aa) Holdings, the Company and each Guarantor immediately after the
      Closing Date (after giving effect to the Transactions) will be Solvent. As
      used in this paragraph (aa), the term "Solvent" means, with respect to a
      particular date, that on such date (A) the present fair market value (or
      fair salable value) of the assets of such entity is not less than the
      total amount required to pay the probable liabilities of such entity on
      its total existing debts and liabilities (including contingent
      liabilities) as they become absolute and

      matured, (B) such entity is able to realize upon its assets and pay its
      debts and other liabilities, contingent obligations and commitments as
      they mature and become due in the normal course of business, (C) assuming
      the sale of the Securities as contemplated by this Agreement and as
      described in the Offering Memorandum, such entity is not incurring debts
      or liabilities beyond its ability to pay as such debts and liabilities
      mature, and (D) such entity is not engaged in any business or transaction,
      and is not about to engage in any business or transaction, for which its
      property would constitute unreasonably small capital after giving due
      consideration to the prevailing practice in the industry in which such
      person is engaged. In computing the amount of such contingent liabilities
      at any time, it is intended that such liabilities will be computed at the
      amount that, in light of all the facts and circumstances existing at such
      time, represents the amount that can reasonably be expected to become an
      actual or matured liability.

            (bb) The Securities satisfy the eligibility requirements of Rule
      144A(d)(3) under the Securities Act.

            (cc) Neither the Company nor any Guarantor has taken, nor will it
      take, directly or indirectly, any action prohibited by Rule 10b-6 under
      the Exchange Act in connection with the offering of the Securities.

            (dd) Except as described in the Offering Memorandum, there are no
      outstanding rights, warrants or options to acquire, or instruments
      convertible into or exchangeable for, or agreements or understandings for
      the sale or issuance of, any shares of capital stock of or other equity
      interest in any Furnishings Group Member.

            (ee) Since the date as of which information is given in the Offering
      Memorandum, except as otherwise

      stated therein, (A) there has been no material adverse change or, to the
      knowledge of the Company, any development involving a prospective material
      adverse change in the condition, financial or otherwise, results of
      operation, business or prospects of the Company and the Subsidiaries,
      taken as a whole, whether or not arising in the ordinary course of
      business, (B) there have been no transactions entered into by any
      Furnishings Group Member, other than those in the ordinary course of
      business, which are material with respect to the Company or the
      Subsidiaries, and (C) there has been no dividend or distribution of any
      kind declared, paid or made by any Furnishings Group Member on any class
      of its capital stock.

            (ff) The only entity to which the Masco Home Furnishings Group sold
      more than $15 million of goods and inventory in 1995 which will be an
      affiliate (as such term is defined in Rule 501(b) under the Securities
      Act) immediately upon the consummation of the Transactions was Levitz
      Furniture Corporation.

            2. Purchase by the Initial Purchasers. On the basis of the
representations, warranties and agreements contained herein, and subject to the
terms and conditions set forth herein, the Company agrees to issue and sell to
each of the Initial Purchasers, severally and not jointly, and the Initial
Purchasers, severally and not jointly, agree to purchase from the Company, the
principal amount of Securities set forth opposite the name of such Initial
Purchaser in Schedule III hereto at a purchase price equal to 97.0% of the
principal amount thereof, plus accrued interest, if any, from August 5, 1996 to
the Closing Date. If payment of the purchase price on the Closing Date is made
in immediately available funds, the Initial Purchasers shall be entitled to
deduct from such purchase price the costs, if any (calculated at the Federal
Funds Effective Rate as in effect at 12:00 P.M., New York City time, on the
business day prior to the Closing Date), of obtaining immediately available
funds for delivery on the Closing Date.

            The Initial Purchasers have advised the Company and each Guarantor
that it is their intention, as promptly as it deems appropriate after the
Company shall have furnished the Initial Purchasers with copies of the Offering
Memorandum, to resell the Securities pursuant to the procedures and upon the
terms set forth in the Offering Memorandum, including not to solicit any offer
to buy or offer to sell the Securities by means of any form of general
solicitation or general advertising (within the meaning of Regulation D under
the Securities Act) or in any manner involving a public offering within the
meaning of Section 4(2) of the Securities Act. Each Initial Purchaser, severally
and not jointly, represents, warrants and agrees with the Company and each
Guarantor that it has solicited and will solicit offers for Securities only
from, and will offer Securities only to, persons that it reasonably believes to
be (i) QIBs or (ii) other Institutional Accredited Investors. Each Initial
Purchaser represents and warrants that it is either a QIB or an Institutional
Accredited Investor, in either case with such knowledge and experience in
financial and business matters as are necessary to evaluate the merits and risks
of an investment in the Securities, and is acquiring its interest in the
Securities not with a view to the distribution or resale thereof, except resales
in compliance with the registration requirements or exemption provisions of the
Securities Act and that neither it, nor anyone acting on its behalf, has offered
or will offer the Securities so as to bring the issuance and sale of the
Securities within the provisions of Section 5 of the Securities Act. The Company
and each Guarantor acknowledge and agree that the Initial Purchasers may sell
Securities to any affiliate of an Initial Purchaser and that any such affiliate
may sell Securities purchased by it to an Initial Purchaser. The Initial
Purchasers agree that, prior to or simultaneously with the confirmation of sale
by the Initial Purchasers to any purchaser of any of the Securities purchased by
the Initial Purchasers from the Company pursuant hereto, the Initial Purchasers
shall furnish to that purchaser a copy of the Offering Memorandum (and any
amendment thereof or supplement thereto that the

Company shall have furnished to the Initial Purchasers prior to the date of such
confirmation of sale). In addition to the foregoing, each Initial Purchaser
agrees and understands that the Company and each Guarantor and, for purposes of
the opinions to be delivered to the Initial Purchasers pursuant to Sections
5(c), (e), (f), (g), (h) and (i) hereof and the statement to be delivered to the
Initial Purchasers pursuant to Section 5(d) hereof, counsel to the Company, each
Guarantor and to the Initial Purchasers, respectively, may rely upon the
accuracy and truth of the foregoing representations, warranties and covenants in
this Section 2 and the Initial Purchasers, the Company and each Guarantor hereby
consents to such reliance.

            3. Delivery of and Payment for the Securities. Delivery of and
payment for the Securities shall be made at the office of Cravath, Swaine &
Moore ("CS&M"), New York, New York, or at such other place as shall be agreed
upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City
time, on August 5, 1996, or at such other date or time, not later than seven
full business days thereafter, as shall be agreed upon by the Initial Purchasers
and the Company (such date and time being referred to herein as the "Closing
Date"). On the Closing Date, the Company shall deliver or cause to be delivered
to CSI for the account of each Initial Purchaser certificates for the Securities
against payment to or upon the order of the Company of the purchase price by
wire or book-entry transfer of immediately available funds. Upon delivery, the
Securities shall be in global form, in such denominations and registered in such
names, or otherwise, as CSI on behalf of the Initial Purchasers shall have
requested in writing not less than two full business days prior to the Closing
Date. The Company shall make the certificates for the Securities available for
inspection by CSI on behalf of the Initial Purchasers in New York, New York, not
later than one full business day prior to the Closing Date.

            4. Further Agreements of the Company and the Guarantors. The Company
and the Guarantors jointly and severally agree with each of the Initial
Purchasers:

            (a) Prior to the completion of the distribution of the Securities,
      to advise the Initial Purchasers promptly and, if requested, confirm such
      advice in writing, of the happening of any event which makes any statement
      of a material fact made in the Offering Memorandum untrue or which
      requires the making of any additions to or changes in the Offering
      Memorandum (as amended or supplemented from time to time) in order to make
      the statements therein, in light of the circumstances under which they
      were made, not misleading and not to effect such amendment or
      supplementation without the consent of the Initial Purchasers, which
      consent shall not be unreasonably withheld; to advise the Initial
      Purchasers promptly of any order preventing or suspending the use of the
      preliminary offering memorandum or the Offering Memorandum, of any
      suspension of the qualification of the Securities for offering or sale in
      any jurisdiction and of the initiation or threatening of any proceeding
      for any such purpose; and to use best efforts to prevent the issuance of
      any such order preventing or suspending the use of the preliminary
      offering memorandum or the Offering Memorandum or suspending any such
      qualification and, if any such suspension is issued, to use best efforts
      to obtain the lifting thereof at the earliest possible time;

            (b) to furnish promptly to each Initial Purchaser and counsel for
      the Initial Purchasers, without charge, as many copies of the preliminary
      offering memorandum and the Offering Memorandum (and of any amendments or
      supplements thereto) as may be reasonably requested; to furnish to the
      Initial Purchasers on the Closing Date three copies of the independent
      accountants' report included in the Offering Memorandum signed by the
      accountants rendering such report; and the Company and

      the Guarantors hereby consent to the use of the preliminary offering
      memorandum and the Offering Memorandum, and any amendments and supplements
      thereto, in connection with resales of the Securities;

            (c) if the delivery of the Offering Memorandum is required at any
      time in connection with the sale of the Securities and if at such time any
      events shall have occurred as a result of which the Offering Memorandum as
      then amended or supplemented would include an untrue statement of a
      material fact or omit to state any material fact necessary in order to
      make the statements therein, in the light of the circumstances under which
      they were made when the Offering Memorandum is delivered, not misleading,
      or if for any other reason it shall be necessary at such time to amend or
      supplement the Offering Memorandum in order to comply with any law, to
      notify the Initial Purchasers immediately thereof, and to promptly prepare
      and furnish to the Initial Purchasers an amended Offering Memorandum or a
      supplement to the Offering Memorandum which will correct such statement or
      omission or effect such compliance. The Initial Purchasers' delivery of
      any such amendment or supplement shall not constitute a waiver of any of
      the conditions set forth in Section 5 hereof;

            (d) during the two-year period following the Closing Date, provided
      that any of the Securities or the Exchange Securities are outstanding, to
      furnish to the Initial Purchasers all annual, quarterly and current
      reports filed by the Company or any Guarantor with the Commission pursuant
      to Section 13 or 15(d) under the Exchange Act or any rule or regulation of
      the Commission thereunder;

            (e) for so long as and at any time that it is not subject to Section
      13 or 15(d) of the Exchange Act, upon request of any holder of the
      Securities, to furnish to such holder, and to any prospective

      purchaser or purchasers of the Securities designated by such holder,
      information satisfying the requirements of subsection (d)(4) of Rule 144A
      under the Securities Act. This covenant is intended to be for the benefit
      of the holders from time to time of the Securities, and prospective
      purchasers of the Securities designated by such holders;

            (f) to use the proceeds from the sale of the Securities in the
      manner described in the Offering Memorandum under the caption "Use of
      Proceeds";

            (g) to assist the Initial Purchasers in arranging to cause the
      Securities to be designated as PORTAL securities in accordance with the
      rules and regulations of the NASD;

            (h) in connection with the offering of the Securities, to make its
      officers, employees, independent accountants and legal counsel reasonably
      available upon request by the Initial Purchasers;

            (i) except following the effectiveness of the Exchange Offer or
      Shelf Registration Statement, as the case may be, to not, and use
      reasonable efforts to ensure that no affiliate (as such term is defined in
      Rule 501(b) under the Securities Act) of the Company will, and not
      authorize or knowingly permit any person acting on its or their behalf to,
      solicit any offer to buy or offer to sell the Securities by means of any
      form of general solicitation or general advertising (as such terms are
      used in Regulation D under the Securities Act) or in any manner involving
      a public offering within the meaning of Section 4(2) of the Securities
      Act;

            (j) to not, and use reasonable efforts to ensure that no affiliate
      (as such term is defined in Rule 501(b) under the Securities Act) of the
      Company will, offer, sell or solicit offers to buy or otherwise

      negotiate in respect of any "security" (as defined in the Securities Act)
      which could be integrated with the sale of the Securities in a manner that
      would require the registration of the Securities under the Securities Act;

            (k) to not, so long as the Securities are outstanding, be or become
      an open-end investment company, unit investment trust or face-amount
      certificate company that is or is required to be registered under Section
      8 of the Investment Company Act, and to not be or become a closed-end
      investment company required to be registered, but not registered,
      thereunder;

            (l) to cause each Note to bear the legend set forth in the form of
      Note attached as Exhibit A to the Indenture until such legend shall no
      longer be necessary or advisable because the Notes are no longer subject
      to the restrictions on transfer described therein;

            (m) to use its best efforts from time to time at the Initial
      Purchasers' reasonable request to qualify the Securities for offering and
      sale under the securities laws of such jurisdictions in the United States
      and Canada as the Initial Purchasers may request and to comply with such
      laws so as to permit the continuance of sales and dealings therein in such
      jurisdictions for as long as may be necessary to complete the distribution
      of the Securities; provided, however, that in connection therewith neither
      the Company nor any Guarantor shall be required to qualify as a foreign
      corporation or partnership, as the case may be, or as a dealer in
      securities in any jurisdiction where it would not otherwise be required to
      qualify but for this paragraph (m) or to file a general consent to service
      of process in any jurisdiction where it is not so qualified or so subject
      or to subject itself to taxation in any jurisdiction if it is not
      otherwise so subject. The Company and the

      Guarantors will promptly advise the Initial Purchasers of the receipt by
      the Company or the Guarantors of any notification with respect to the
      suspension of the qualification of the Securities for sale in any
      jurisdiction or the initiation or threatening of any proceeding for such
      purpose;

            (n) to comply with all agreements set forth in the representation
      letters of the Company to The Depository Trust Company relating to the
      approval of the Securities for "book-entry" transfer;

            (o) for a period of 180 days from the date of the Offering
      Memorandum, to not offer for sale, sell, contract to sell or otherwise
      dispose of, directly or indirectly, or file a registration statement for,
      or announce any offer, sale, contract for sale of or other disposition of
      any debt securities issued or guaranteed by the Company or any Guarantor
      (other than the Securities or the Exchange Securities) without the prior
      written consent of CSI, which consent shall not be unreasonably withheld.
      Neither the Company nor any Guarantor will at any time offer, sell,
      contract to sell or otherwise dispose of, directly or indirectly, any
      securities under circumstances where such offer, sale, contract or
      disposition would cause the exemption afforded by Section 4(2) of the
      Securities Act to cease to be applicable to the offer and sale of the
      Securities as contemplated by this Agreement and the Offering Memorandum;

            (p) other than as contemplated by the Registration Rights Agreement,
      until the Initial Purchasers shall have notified the Company of the
      completion of the resale of the Securities (and the Initial Purchasers
      covenant to so notify), neither the Company, the Guarantors nor any of its
      affiliated purchasers (as defined in Rule 10b-6 under the Exchange Act),
      either alone or with one or more other persons, will bid for or purchase,
      for any account in which it or any of its

      affiliated purchasers has a beneficial interest, any Securities, or
      attempt to induce any person to purchase any Securities; and neither it
      nor any of its affiliated purchasers will make bids or purchases for the
      purpose of creating actual, or apparent, active trading in or of raising
      the price of the Securities;

            (q) during the period from the Closing Date until three years after
      the Closing Date, without the prior written consent of the Initial
      Purchasers, to not, and not permit any of its Subsidiaries and, to the
      extent reasonably within its control, any of its affiliates (as defined in
      Rule 144 under the Securities Act) which are not Subsidiaries to, resell
      any of the Securities that have been reacquired by them, except for
      Securities purchased by the Company or any of its affiliates and resold in
      a transaction registered under the Securities Act; and

            (r) prior to the Closing Date, to not issue any press release or
      other communication directly or indirectly or hold any press conference
      with respect to the Company's financial condition, earnings, or business
      prospects, without the prior written consent of the Initial Purchasers,
      unless in the judgment of the Company and its counsel, and after
      notification to the Initial Purchasers, such press release or
      communication is required by law or failure to issue such press release
      would have a Material Adverse Effect.

            5. Conditions of Initial Purchasers' Obligations. The respective
obligations of the Initial Purchasers hereunder are subject (i) in the case of
representations and warranties qualified as to materiality, to the accuracy of
and compliance with such representations and warranties, when made and on the
Closing Date, in all respects, and in the case of representations and warranties
not qualified as to materiality, to the accuracy of and compliance with such
representations and warranties, when made and on the Closing

Date, in all material respects taken as a whole, on the part of the Company and
each Guarantor contained herein, (ii) to the accuracy of the statements of
officers of the Company and the Guarantors (as applicable) made in any
certificates pursuant to the provisions hereof, (iii) to the performance by the
Company and each Guarantor of its respective obligations hereunder, and (iv) to
each of the following additional terms and conditions:

            (a) The Offering Memorandum shall have been printed and copies
      distributed to the Initial Purchasers as promptly as practicable on or
      following the date following the date of this Agreement or at such other
      date and time as to which the Initial Purchasers may agree; and no stop
      order suspending the sale of the Securities in any jurisdiction shall have
      been issued and no proceeding for that purpose shall have been commenced
      or shall be pending or threatened.

            (b) All corporate proceedings and other legal matters incident to
      the authorization, form and validity of the Securities, the Indenture, the
      Registration Rights Agreement, the Tax Sharing Agreement, the Acquisition
      Agreement, this Agreement and the Offering Memorandum, and all other legal
      matters relating to this Agreement and the transactions contemplated
      hereby shall be satisfactory in all material respects to the Initial
      Purchasers, and the Company and the Guarantors each shall have furnished
      to the Initial Purchasers all documents and information that it or its
      counsel may reasonably request to enable them to pass upon such matters.

            (c) Morgan, Lewis & Bockius LLP ("ML&B") shall have furnished to the
      Initial Purchasers its written opinion, as counsel to the Company and the
      Guarantors, addressed to the Initial Purchasers and dated the Closing
      Date, in form and substance reasonably satisfactory to the Initial
      Purchasers, to the effect that:

                  (i) each of the Company, LHL, the Receivables Subsidiary, the
            Master Servicer, Ametex Fabrics, Inc., D-H Retail Space, Inc., Dixie
            Furniture Company, Inc., Drexel Heritage Advertising Inc., Henry
            Link Corporation, Interior Fabric Design, Inc., Link-Taylor
            Corporation, Ramm, Son & Crocker, Inc., Robert Allen Fabrics of
            N.Y., Inc., Universal Furniture Industries, Inc. and Young-Hinkel
            Corporation has been duly incorporated, and each such corporation
            and Sunbury Textile Mills, Inc. is validly existing as a corporation
            in good standing under the laws of its state of incorporation and
            has all corporate power and authority necessary to own or hold its
            respective properties and to conduct the businesses in which it is
            engaged as described in the Offering Memorandum;

                  (ii) each of the Company and the Subsidiaries (other than The
            Berkline Corporation, Drexel Heritage Furnishings Inc., Henredon
            Furniture Industries, Inc., Lexington Furniture Industries, Inc.,
            Maitland-Smith, Inc., Robert Allen Fabrics, Inc. and Universal
            Furniture Limited) is duly qualified to do business and is in good
            standing as a foreign corporation or otherwise in each of the states
            listed under the name of the Company and each Subsidiary in Schedule
            IV hereto;

                  (iii) the Company's authorized capitalization is as set forth
            in the Offering Memorandum; the description of the capital stock of
            the Company contained in the Offering Memorandum is accurate; the
            outstanding shares of capital stock of the Company are validly
            authorized and issued and are fully paid and nonassessable, and are
            owned by Holdings free and clear of any Lien (other than any Lien on
            such capital stock pursuant to the Senior Bank Facilities); all of
            the outstanding shares of capital stock of LHL, the Receivables

            Subsidiary and the Master Servicer are validly authorized and issued
            and will be fully paid and nonassessable, and are owned by the
            Company directly or through Subsidiaries, free and clear of any Lien
            (except in the case of LHL, for the Lien on such capital stock
            pursuant to the Senior Bank Facilities);

                  (iv) the summaries in the Offering Memorandum of statutes,
            legal and governmental proceedings and contracts, including without
            limitation, the Indenture, the Securities and the Registration
            Rights Agreement, accurately describe in all material respects the
            provisions purported to be so summarized; the statements in the
            Offering Memorandum under the caption "Certain Federal Income Tax
            Considerations" to the extent that they constitute matters of law or
            regulation or legal conclusions, have been reviewed by them and
            fairly summarize the matters described therein in all material
            respects;

                  (v) the Indenture conforms as to form in all material respects
            with the requirements of the Trust Indenture Act and the rules and
            regulations of the Commission applicable to an indenture which is
            qualified thereunder;

                  (vi) neither the Company nor any Subsidiary is, before or
            after the consummation of the Transactions (A) an "investment
            company" or a company "controlled" by an investment company within
            the meaning of the Investment Company Act and the rules and
            regulations of the Commission thereunder, without taking account of
            any exemption under the Investment Company Act arising out of the
            number of holders of the Company's securities, or (B) a "holding
            company" or a "subsidiary company" of a holding company, or an
            "affiliate" thereof within the meaning of the

            Public Utility Holding Company Act of 1935, as amended;

                  (vii) the Company, LHL, Ametex Fabrics, Inc., The Berkline
            Corporation, D-H Retail Space, Inc., Drexel Heritage Advertising,
            Inc., Drexel Heritage Furnishings Inc., Interior Fabric Design,
            Inc., Ramm, Son & Crocker, Inc., Robert Allen Fabrics, Inc., Robert
            Allen Fabrics of N.Y., Inc., Sunbury Textile Mills, Inc., Universal
            Furniture Industries, Inc., and Universal Furniture Limited (each of
            the foregoing a "NY-D Group Member") has full corporate right, power
            and authority to execute and deliver the Indenture, the Securities,
            the Registration Rights Agreement, the Tax Sharing Agreement and
            this Agreement and to perform its respective obligations hereunder
            and thereunder; and all corporate action required to be taken by
            each NY-D Group Member for the due and proper authorization,
            execution and delivery of the Indenture, the Securities, the
            Registration Rights Agreement, the Tax Sharing Agreement and this
            Agreement and the consummation of the Transactions and the other
            transactions contemplated hereby and thereby have been duly and
            validly taken;

                  (viii) each of this Agreement, the Tax Sharing Agreement and
            the Registration Rights Agreement has been duly authorized, executed
            and delivered by each NY-D Group Member which is a party thereto,
            and (assuming due authorization, execution and delivery thereof by
            each other party thereto) each constitutes a valid and legally
            binding agreement, enforceable against the Company and each
            Guarantor which is a party thereto in accordance with its terms
            subject to applicable bankruptcy, insolvency, reorganization, 
            moratorium, fraudulent transfer and similar laws affecting 
            creditors' rights and remedies generally and to general principles 
            of equity (regardless of

            whether enforcement is sought in a proceeding at law or in equity)
            and except to the extent that indemnification or contribution
            provisions may be unenforceable;

                  (ix) the Indenture has been duly authorized, executed and
            delivered by each NY-D Group Member and (assuming due authorization,
            execution and delivery thereof by each other Guarantor and the
            Trustee) constitutes a valid and legally binding agreement,
            enforceable against the Company and each Guarantor in accordance
            with its terms, subject to applicable bankruptcy, insolvency,
            reorganization, moratorium, fraudulent transfer and similar laws
            affecting creditors' rights and remedies generally and to general
            principles of equity (regardless of whether enforcement is sought in
            a proceeding at law or in equity); the Securities are in the form
            contemplated by the Indenture and have been duly authorized and
            executed by the Company and, upon the due authentication and
            delivery thereof by the Trustee pursuant to the Indenture, will be
            duly and validly issued and outstanding and will constitute valid
            and legally binding obligations entitled to the benefits of the
            Indenture and enforceable in accordance with their terms, subject to
            applicable bankruptcy, insolvency, reorganization, moratorium,
            fraudulent transfer and similar laws affecting creditors' rights and
            remedies generally and to general principles of equity (regardless
            of whether enforcement is sought in a proceeding at law or in
            equity);

                  (x) the execution, delivery and performance of the Indenture,
            the Securities, the Registration Rights Agreement, the Tax Sharing
            Agreement and this Agreement, the consummation of the Transactions
            and the other transactions contemplated hereby and thereby, and the

            fulfillment of the terms hereof or thereof, do not conflict with or
            result in a breach or violation of any of the terms or provisions
            of, or constitute a default under, or result in the creation or
            imposition of any lien, charge or encumbrance upon any property or
            assets (other than any Lien pursuant to the Senior Bank Facilities)
            of (i) the Company, the Receivables Subsidiary, the Master Servicer
            or LHL (each of the foregoing a "Special Corporation") pursuant to
            any indenture, mortgage, deed of trust, loan agreement or other
            agreement or instrument to which any Special Corporation is a party
            or by which any Special Corporation is bound or to which any of the
            property or assets of any Special Corporation is bound and (ii) any
            Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan
            agreement or other agreement or instrument entered into on the
            Closing Date as part of the Transactions, except for any violation,
            lien, charge or encumbrance that does not have a Material Adverse
            Effect, nor will such actions result in any violation of the
            provisions of the charter or by-laws of any NY-D Group Member or any
            Federal or New York statute or the Delaware General Corporation Act,
            or any judgment, order, decree, rule or regulation known to counsel
            of any federal or state court or governmental agency or body having
            jurisdiction over the Company or any of the Subsidiaries or any of
            its properties or assets, except for such violations which would not
            have a Material Adverse Effect; the holders of the Securities will
            not be subject to personal liability for obligations of the Company
            or any Guarantor by reason of being such holders; and no consent,
            approval, authorization or order of, or filing or registration with,
            any such court or governmental agency or body is required under any
            such statute, judgment, order, decree, rule or regulation for the
            execution, delivery and

            performance of the Indenture, the Securities or the Registration
            Rights Agreement, the Tax Sharing Agreement or the consummation of
            the Transactions and the other transactions contemplated hereby and
            thereby which shall not have been obtained or made prior to the
            Closing Date except, with respect to the Exchange Offer and Exchange
            Securities, filings or registration under the Securities Act or the
            Exchange Act or the rules and regulations of the Commission
            promulgated thereunder or the by-laws of the NASD and except any
            filings, consents, approvals, authorizations, orders or
            registrations the failure to so obtain or make would not have a
            material adverse effect on the ability of the Company or any
            Guarantor to consummate the offering of the Securities and the other
            transactions required to be consummated herewith and thereby;
            provided, however, that the foregoing may exclude state securities
            or Blue Sky laws;

                  (xi) neither the consummation of the transactions
            contemplated by this Agreement nor the sale, issuance, execution or
            delivery of the Securities will violate Regulation G, T, U or X of
            the Federal Reserve Board;

                  (xii) to the knowledge of counsel, there is no pending or
            threatened action or suit or judicial, or other administrative
            proceeding to which the Company or any of the Guarantors is a party
            or of which any material property or assets of the Company or
            Guarantors is the subject that, singly or in the aggregate, (A)
            questions the validity of this Agreement, the Registration Rights
            Agreement, the Tax Sharing Agreement or the Indenture or any action
            taken or to be taken pursuant hereto or thereto, or (B) in the case
            of a Special Corporation, if determined adversely to the

            applicable Special Corporation, is reasonably likely to have a
            Material Adverse Effect; and

                  (xiii) assuming the accuracy of the representations,
            warranties and agreements of the Company and each of the Guarantors
            contained in paragraphs (x), (y) and (z) of Section 1 of this
            Agreement and of the Initial Purchasers in Section 2 of this
            Agreement, the issuance and sale of the Securities and the offer,
            resale and delivery of the Securities in the manner contemplated in
            the Offering Memorandum and this Agreement, are exempt from the
            registration requirements of the Securities Act and it is not
            necessary to qualify the Indenture under the Trust Indenture Act;

                  In rendering such opinion, such counsel may rely as to matters
      of fact, to the extent such counsel deems proper, on certificates of
      responsible officers of the Company or the Subsidiaries and public
      officials which are furnished to the Initial Purchasers.

            (d) ML&B shall state that they have participated in conferences with
      representatives of the Company and the Guarantors, representatives of the
      independent auditors of the Company and the Guarantors and representatives
      of the Initial Purchasers, at which conferences the contents of the
      Offering Memorandum, any amendment thereof and supplement thereto and
      related matters were discussed, and, although such counsel assume no
      responsibility for the factual accuracy or completeness of the Offering
      Memorandum, any amendment thereof or supplement thereto (except as
      expressly provided above), nothing has come to the attention of such
      counsel to cause such counsel to believe that the Offering Memorandum or
      any amendment thereof or supplement thereto (except for financial
      statements and schedules and other financial and statistical data included
      therein, as to which no statement or opinion shall be given) contains any

      untrue statement of a material fact or omits to state a material fact
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading.

            (e) John R. Leekley, General Counsel of Masco shall have furnished
      to the Initial Purchasers his written opinion addressed to the Initial
      Purchasers and dated the Closing Date, in form and substance reasonably
      satisfactory to the Initial Purchasers, to the effect that:

                  (i) each of The Berkline Corporation, Drexel Heritage
            Furnishings Inc., Henredon Furniture Industries, Inc., Lexington
            Furniture Industries, Inc., Maitland-Smith, Inc., Robert Allen
            Fabrics, Inc. and Universal Furniture Limited (each of the foregoing
            a "Specified Subsidiary") has been duly incorporated and is validly
            existing as a corporation in good standing under the laws of its
            state of incorporation and has all corporate power and authority
            necessary to own or hold its respective properties and to conduct
            the businesses in which it is engaged as described in the Offering
            Memorandum;

                   (ii) each Specified Subsidiary is duly qualified to do
            business and is in good standing as a foreign corporation or
            otherwise in each of the states listed under the name of each
            Specified Subsidiary in Schedule V hereto;

                  (iii) all of the outstanding shares of capital stock of each
            Specified Subsidiary are validly authorized and issued and will be
            fully paid and nonassessable (other than as provided by Section 630
            of the New York Business Corporation Law in the case of Drexel
            Heritage Furnishings, Inc.), and are owned by the Company directly
            or through Subsidiaries, free and clear of any Lien

            (other than any Lien on such capital stock pursuant to the Senior
            Bank Facilities);

                  (iv) the execution, delivery and performance of the Indenture,
            the Securities, the Registration Rights Agreement and this
            Agreement, the consummation of the Transactions and the other
            transactions contemplated hereby and thereby, and the fulfillment of
            the terms hereof or thereof, do not conflict with or result in a
            breach or violation of any of the terms or provisions of, or
            constitute a default under, or result in the creation or imposition
            of any lien, charge or encumbrance upon any property or assets of
            any of the Specified Subsidiaries pursuant to, any indenture,
            mortgage, deed of trust, loan agreement or other agreement or
            instrument to which any Specified Subsidiary is a party or by which
            any Specified Subsidiary is bound or to which any of the property or
            assets of any Specified Subsidiary is subject, except for any
            violation, lien, charge or encumbrance that does not have a Material
            Adverse Effect; and

                  (v) to the knowledge of counsel there is no pending or
            threatened action or suit or judicial, or other administrative
            proceeding to which any Subsidiary (other than the Receivables
            Subsidiary, the Master Servicer or LHL) is a party or of which any
            material property or assets of any Subsidiary (other than the
            Receivables Subsidiary, the Master Servicer or LHL) is the subject
            that, singly or in the aggregate, if determined adversely to any of
            such Subsidiaries is reasonably likely to have a Material Adverse
            Effect.

                  In rendering such opinion, such counsel may rely on local
      counsel and, as to matters of fact, to the extent such counsel deems
      proper, on certificates of responsible officers of the Company or the

      Subsidiaries and public officials which are furnished to the Initial
      Purchasers.

            (f) Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. shall have
      furnished to the Initial Purchasers its written opinion, as special
      counsel to the Company and the Guarantors, addressed to the Initial
      Purchasers and dated the Closing Date, in form and substance reasonably
      satisfactory to the Initial Purchasers, to the effect that:

                  (i) each of Drexel Heritage Home Inspirations, Inc., Henredon
            Transportation Company and Intro Europe, Inc. (each of the foregoing
            a "NC Specified Subsidiary") has been duly incorporated and is
            validly existing as a corporation in good standing under the laws of
            North Carolina and has all corporate power and authority necessary
            to own or hold its respective properties and to conduct the
            businesses in which it is engaged as described in the Offering
            Memorandum;

                  (ii) Each NC Specified Subsidiary, Henredon Furniture
            Industries, Inc., Lexington Furniture Industries, Inc. and
            Maitland-Smith, Inc. (each of the foregoing a "NC Group Member") has
            full corporate right, power and authority to execute and deliver the
            Indenture, the Securities, the Registration Rights Agreement and
            this Agreement and to perform its respective obligations hereunder
            and thereunder; and all corporate action required to be taken by
            each NC Group Member for the due and proper authorization, execution
            and delivery of the Indenture, the Securities, the Registration
            Rights Agreement and this Agreement and the consummation of the
            Transactions and the other transactions contemplated hereby and
            thereby have been duly and validly taken;

                  (iii) each of this Agreement and the Registration Rights
            Agreement has been duly authorized, executed and delivered by each
            NC Group Member and each constitutes a valid and legally binding
            agreement;

                  (iv) the Indenture has been duly authorized, executed and
            delivered by each NC Group Member and (assuming due authorization,
            execution and delivery thereof by the Company, each other Guarantor
            and the Trustee) constitutes a valid and legally binding agreement;
            and

                  (v) the execution, delivery and performance of the Indenture,
            the Securities, the Registration Rights Agreement and this
            Agreement, the consummation of the Transactions and the other
            transactions contemplated hereby and thereby, and the fulfillment of
            the terms hereof or thereof, will not result in any violation of the
            provisions of the charter or by-laws of any NC Group Member or any
            North Carolina statute, or any judgement, order, decree, rule or
            regulation known to counsel of any state court or governmental
            agency or body having jurisdiction over any NC Group Member or any
            of its property or assets, except for such violations which would
            not have a Material Adverse Effect;

                  In rendering such opinion, such counsel may rely as to matters
      of fact, to the extent such counsel deems proper, on certificates of
      responsible officers of the Company or the Subsidiaries and public
      officials which are furnished to the Initial Purchasers.

            (g) Holland, Ray & Upchurch shall have furnished to the Initial
      Purchasers its written opinion, as special counsel to the Company and the
      Guarantors, addressed to the Initial Purchasers and dated the Closing
      Date, in form and substance reasonably

      satisfactory to the Initial Purchasers, to the effect that:

                  (i) each of Blue Mountain Trucking Corporation and Custom
            Truck Tires, Inc. (each of the foregoing a "MS Specified
            Subsidiary") has been duly incorporated and is validly existing as a
            corporation in good standing under the laws of Mississippi, and has
            all corporate power and authority necessary to own or hold its
            respective properties and to conduct the businesses in which it is
            engaged as described in the Offering Memorandum;

                  (ii) Each MS Specified Subsidiary has full corporate right,
            power and authority to execute and deliver the Indenture, the
            Securities, the Registration Rights Agreement and this Agreement and
            to perform its respective obligations hereunder and thereunder; and
            all corporate action required to be taken by MS Specified Subsidiary
            for the due and proper authorization, execution and delivery of the
            Indenture, the Securities, the Registration Rights Agreement and
            this Agreement and the consummation of the Transactions and the
            other transactions contemplated hereby and thereby have been duly
            and validly taken;

                  (iii) each of this Agreement and the Registration Rights
            Agreement has been duly authorized, executed and delivered by each
            MS Specified Subsidiary and each constitutes a valid and legally
            binding agreement;

                  (iv) the Indenture has been duly authorized, executed and
            delivered by each MS Specified Subsidiary and (assuming due
            authorization, execution and delivery thereof by the Company, each
            other Guarantor and the Trustee) constitutes a valid and legally
            binding agreement; and

                  (v) the execution, delivery and performance of the Indenture,
            the Securities, the Registration Rights Agreement and this
            Agreement, the consummation of the Transactions and the other
            transactions contemplated hereby and thereby, and the fulfillment of
            the terms hereof or thereof, will not result in any violation of the
            provisions of the charter or by-laws of any MS Specified Subsidiary
            or any Mississippi statute, or any judgment, order, decree, rule or
            regulation known to counsel of any state court or governmental
            agency or body having jurisdiction over any MS Specified Subsidiary
            or any of its property or assets, except for such violations which
            would not have a Material Adverse Effect;

                  In rendering such opinion, such counsel may rely as to matters
      of fact, to the extent such counsel deems proper, on certificates of
      responsible officers of the Company or the Subsidiaries and public
      officials which are furnished to the Initial Purchasers.

            (h) Raymond & Prokop P.C. shall have furnished to the Initial
      Purchasers its written opinion, as special counsel to the Company and the
      Guarantors, addressed to the Initial Purchasers and dated the Closing
      Date, in form and substance reasonably satisfactory to the Initial
      Purchasers, to the effect that:

                  (i) La Barge, Inc. has been duly incorporated and is validly
            existing as a corporation in good standing under the laws of
            Michigan and has all corporate power and authority necessary to own
            or hold its respective properties and to conduct the businesses in
            which it is engaged as described in the Offering Memorandum;

                  (ii) La Barge, Inc. has full corporate right, power and
            authority to execute and deliver the Indenture, the Securities, the
            Registration Rights

            Agreement and this Agreement and to perform its respective
            obligations hereunder and thereunder; and all corporate action
            required to be taken by La Barge, Inc. for the due and proper
            authorization, execution and delivery of the Indenture, the
            Securities, the Registration Rights Agreement and this Agreement and
            the consummation of the Transactions and the other transactions
            contemplated hereby and thereby have been duly and validly taken;

                  (iii) each of this Agreement and the Registration Rights
            Agreement has been duly authorized, executed and delivered by La
            Barge, Inc. and each constitutes a valid and legally binding
            agreement.

                  (iv) the Indenture has been duly authorized, executed and
            delivered by La Barge, Inc. and (assuming due authorization,
            execution and delivery thereof by the Company, each other Guarantor
            and the Trustee) constitutes a valid and legally binding agreement;
            and

                  (v) the execution, delivery and performance of the Indenture,
            the Securities, the Registration Rights Agreement and this
            Agreement, the consummation of the Transactions and the other
            transactions contemplated hereby and thereby, and the fulfillment of
            the terms hereof or thereof, will not result in any violation of the
            provisions of the charter or by-laws of La Barge, Inc., or any
            Michigan statute, or any judgment, order, decree, rule or regulation
            known to counsel of any state court or governmental agency or body
            having jurisdiction over La Barge, Inc. or any of its property or
            assets, except for such violations which would not have a Material
            Adverse Effect;

                  In rendering such opinion, such counsel may rely as to matters
      of fact, to the extent such counsel deems proper, on certificates of
      responsible officers of the Company or the Subsidiaries and public
      officials which are furnished to the Initial Purchasers.

            (i) The Initial Purchasers shall have received from CS&M, counsel
      for the Initial Purchasers, such opinion or opinions, dated the Closing
      Date, with respect to such matters as the Initial Purchasers may
      reasonably require, and the Company and the Guarantors shall have
      furnished to such counsel such documents as they request for enabling them
      to pass upon such matters;

            (j) The Company shall have furnished to the Initial Purchasers a
      letter of Coopers & Lybrand LLP, dated the date hereof, in form and
      substance satisfactory to the Initial Purchasers, to the effect that:

            (i) they are independent certified public accountants with respect
      to the Company and Masco within the meaning of Rule 101 of the American
      Institute of Certified Public Accountants' Code of Professional Conduct
      and its interpretations and rulings;

            (ii) based upon a reading of the latest unaudited combined financial
      statements made available by Masco for the Home Furnishings Group, the
      procedures of the American Institute of Certified Public Accountants for a
      review of interim financial information as described in Statement of
      Auditing Standards No. 71, reading of minutes and inquiries of certain
      officials of the Home Furnishings Group and Masco who have responsibility
      for financial and accounting matters and certain other limited procedures
      requested by the Initial Purchasers and described in detail in such
      letter, nothing has come to their attention that causes them to believe

      that (A) any unaudited combined financial statements included or
      incorporated in the Offering Memorandum do not comply in form in all
      material respects with applicable accounting requirements or (B) any
      material modifications should be made to the unaudited combined financial
      statements included in the Offering Memorandum for them to be in
      conformity with generally accepted accounting principles applied on a
      basis substantially consistent with that of the audited combined financial
      statements included in the Offering Memorandum;

            (iii) based upon the procedures detailed in such letter with respect
      to the period subsequent to the date of the last available balance sheet,
      including reading of minutes and inquiries of certain officials of the
      Masco Home Furnishings Group and Masco who have responsibility for
      financial and accounting matters, nothing has come to their attention that
      causes them to believe that (A) at a specified date not more than five
      business days prior to the date of the letter, there was any decrease in
      net investment and advances, increase in long-term debt or decrease in net
      current assets as compared with the amounts shown in the June 30, 1996,
      unaudited combined balance sheet included in the Offering Memorandum or
      (B) for the period from June 30, 1996, to a specified date not more than
      five business days prior to the date of the letter, there were any
      decreases, as compared with the corresponding period in the preceding
      year, in net sales, gross profit or net income, except in all instances
      for changes, increases or decreases that the Offering Memorandum discloses
      have occurred or which are set forth in such letter, in which case the
      letter shall be accompanied by an explanation by the Company as to the
      significance thereof unless said explanation is not deemed necessary by
      the Initial Purchasers;

            (iv) they have performed certain other specified procedures as a
      result of which they determined that

      certain information of an accounting, financial or statistical nature
      (which is limited to accounting, financial or statistical information
      derived from the general accounting records of the Home Furnishings Group)
      set forth in the Offering Memorandum agrees with the accounting records of
      the Masco Home Furnishings Group, excluding any questions of legal
      interpretation; and

            (v) on the basis of a reading of the unaudited pro forma financial
      statements included in the Offering Memorandum (the "pro forma financial
      statements"); carrying out certain specified procedures; reading of
      minutes and inquiries of certain officials of the Masco Home Furnishings
      Group who have responsibility for financial and accounting matters; and
      proving the arithmetic accuracy of the application of the pro forma
      adjustments to the historical amounts in the pro forma financial
      statements, nothing came to their attention which caused them to believe
      that the pro forma adjustments have not been properly applied to the
      historical amounts in the compilation of such statements.

            (k) The Company shall have furnished to the Initial Purchasers a
      letter (the "bring-down letter") of Coopers & Lybrand, LLP, addressed to
      the Initial Purchasers and dated the Closing Date confirming, as of the
      date of the bring-down letter (or, with respect to matters involving
      changes or developments since the respective dates as of which specified
      financial information is given in the Offering Memorandum, as of a date
      not more than two days prior to the date of the bring-down letter), the
      conclusions and findings of such firm with respect to the financial
      information and other matters covered by its letter delivered to the
      Initial Purchasers concurrently with the execution of this Agreement and
      described in paragraph (j).

            (l) The Company shall have furnished to the Initial Purchasers a
      certificate, dated the Closing Date, signed by its chief executive officer
      and its chief financial officer stating that (A) such officers have
      carefully examined the Offering Memorandum, (B) in their opinion, as of
      its date, the Offering Memorandum did not include any untrue statement of
      a material fact and did not omit to state a material fact required to be
      stated therein or necessary to make the statements therein, in light of
      the circumstances under which they were made, not misleading and since its
      date, no event has occurred which should have been set forth in a
      supplement or amendment to the Offering Memorandum so that the Offering
      Memorandum as of the Closing Date would not include any untrue statement
      of a material fact or would not omit to state a material fact required to
      be stated therein or necessary to make the statements therein, in light of
      the circumstances under which they were made, not misleading and (C) as of
      the Closing Date, to such officers' knowledge, the representations and
      warranties of the Company and the Guarantors in this Agreement that are
      qualified as to materiality are true and correct and the representations
      and warranties of the Company and the Guarantors in this Agreement not
      qualified as to materiality are true and correct in all material respects,
      taken as a whole, each of the Company and the Subsidiaries has complied
      with all agreements and satisfied all conditions on its part to be
      performed or satisfied hereunder at or prior to the Closing Date, and
      subsequent to the date of the most recent financial statements in the
      Offering Memorandum, there has been no event or development, which in such
      officers' judgement, can reasonably be expected to result in a Material
      Adverse Effect.

            (m) Subsequent to the execution and delivery of this Agreement or,
      if earlier, the dates as of which information is given in the Offering
      Memorandum (exclusive of any amendment or supplement thereto),

      there has occurred no event or development that can reasonably be expected
      to result in a Material Adverse Effect or the letter referred to in
      paragraph (k) of this Section does not confirm in all material respects
      the letter referred to in paragraph (j), the effect of which, in any such
      case described above, is, in the reasonable judgment of the Initial
      Purchasers, so material and adverse as to make it impracticable or
      inadvisable to proceed with the offering or delivery of the Securities on
      the terms and in the manner contemplated in the Offering Memorandum
      (exclusive of any amendment or supplement).

            (n) No action shall have been taken and no statute, rule,
      regulation or order shall have been enacted, adopted or issued by any
      governmental agency which would, as of the Closing Date, prevent the
      issuance or sale of the Securities; and no injunction, restraining order
      or order of any other nature by a Federal or state court of competent
      jurisdiction shall have been issued as of the Closing Date which would
      prevent the issuance or sale of the Securities.

            (o) Subsequent to the execution and delivery of this Agreement (i)
      no downgrading shall have occurred in the rating accorded the Securities
      or any of the Company's or any Guarantor's other debt securities or
      preferred stock by any "nationally recognized statistical rating
      organization", as that term is defined by the Commission for purposes of
      Rule 436(g)(2) under the Securities Act, and (ii) no such organization
      shall have publicly announced that it has under surveillance or review
      (other than an announcement with positive implications of a possible
      upgrading), its rating of the Securities or any of the Company's or any
      Guarantor's other debt securities or preferred stock.

            (p) Subsequent to the execution and delivery of this Agreement there
      shall not have occurred any of the

      following: (i) trading in securities generally on the New York Stock
      Exchange, the American Stock Exchange or the over-the-counter market shall
      have been suspended or limited, or minimum prices shall have been
      established on either of such exchanges or such market by the Commission,
      by such exchange or by any other regulatory body or governmental authority
      having jurisdiction, or trading in securities of the Company or any
      Guarantor on any exchange or in the over-the-counter market shall have
      been suspended or (ii) any moratorium on commercial banking activities
      shall have been declared by Federal or New York State authorities or (iii)
      an outbreak or escalation of hostilities or a declaration by the United
      States of a national emergency or war or such a material adverse change in
      general economic, political or financial conditions (or the effect of
      international conditions on the financial markets in the United States
      shall be such) as to make it, in the judgment of the Initial Purchasers,
      impracticable or inadvisable to proceed with the offering or the delivery
      of the Securities on the terms and in the manner contemplated in the
      Offering Memorandum.

            (q) The Company and each of the Guarantors shall have executed and
      delivered the Registration Rights Agreement.

            (r) The Securities shall have been approved by the NASD for trading
      in the PORTAL market.

            (s) The Indenture shall have been duly executed and delivered by the
      Company, each of the Guarantors and the Trustee and the Securities shall
      have been duly executed and delivered by the Company and each of the
      Guarantors and duly authenticated by the Trustee.

            (t) If any event shall have occurred that requires the Company under
      Section 4(c) hereof to prepare an amendment or supplement to the Offering

      Memorandum, such amendment or supplement shall have been prepared, the
      Initial Purchasers shall have been given a reasonable opportunity to
      comment thereon, and copies thereof delivered to the Initial Purchasers.

            (u) There shall not have occurred any invalidation of Rule 144A
      under the Securities Act by any court or any withdrawal or proposed
      withdrawal of any rule or regulation under the Securities Act or the
      Exchange Act by the Commission or any amendment or proposed amendment
      thereof by the Commission which in the judgment of the Initial Purchasers
      would materially impair the ability of the Initial Purchasers to purchase,
      hold or effect resales of the Securities as contemplated hereby.

            (v) The Company shall have furnished to the Initial Purchasers a
      copy of a solvency letter in form and substance and from Houlihan, Lokey,
      Howard & Zukin, Inc., or another independent evaluation firm satisfactory
      to the Initial Purchasers.

            (w) (i) the Acquisition Agreement and the Tax Sharing Agreement
      shall have been executed and delivered by the parties thereto and shall be
      in full force and effect and (ii) the Initial Purchasers shall be
      satisfied that the Transactions shall have been consummated or will be
      consummated simultaneously with the offering of the Securities on the
      terms described in the Offering Memorandum.

            (x) Each of the Guarantors shall have executed the letter
      substantially in the form of Exhibit C hereto confirming its agreement to
      become a party to and be bound by this Agreement as if signed by it on the
      date hereof and the Guarantors shall have delivered such letter to each of
      the other parties hereto.

            All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be

deemed to be in compliance with the provisions hereof only if they are in form
and substance reasonably satisfactory to the Initial Purchasers.

6. Termination. The obligations of the Initial Purchasers hereunder may be
terminated by the Initial Purchasers, in their absolute discretion, by notice
given to and received by the Company prior to delivery of and payment for the
Securities if, prior to that time, any of the conditions precedent set forth in
Section 5 shall have not been satisfied when required or waived.

            7. Defaulting Initial Purchasers. (a) If, on the Closing Date, any
Initial Purchaser defaults in the performance of its obligations under this
Agreement, the non-defaulting Initial Purchaser may make arrangements for the
purchase of such Securities by other persons satisfactory to the Company but if
no such arrangements are made within 36 hours after such default, this Agreement
shall terminate without liability on the part of the non-defaulting Initial
Purchaser or the Company except that the Company will continue to be liable for
the payment of expenses to the extent set forth in Sections 8 and 12 except that
the provisions of Sections 9 and 10 shall not terminate and shall remain in
effect. As used in this Agreement, the term "Initial Purchaser" includes, for
all purposes of this Agreement unless the context otherwise requires, any party
not listed in Schedule III hereto who, pursuant to this Section 7, purchases
Securities which a defaulting Initial Purchaser agreed but failed to purchase.

            (b) Nothing contained herein shall relieve a defaulting Initial
Purchaser of any liability it may have to the Company or the non-defaulting
Initial Purchaser for damages caused by its default. If other persons are
obligated or agree to purchase the Securities of a defaulting Initial Purchaser,
either the non-defaulting Initial Purchaser or the Company may postpone the
Closing Date for up to seven full business days in order to effect

any changes that in the opinion of counsel for the Company or counsel for the
Initial Purchasers may be necessary in the Offering Memorandum or in any other
document or arrangement, and the Company agrees to promptly make any amendment
or supplement to the Offering Memorandum that effects any such changes.

            8. Reimbursement of Initial Purchasers' Expenses. If this Agreement
is terminated pursuant to Section 6 or if for any reason the purchase of the
Securities by the Initial Purchasers is not consummated, the Company shall
remain responsible (except to a defaulting Initial Purchaser) for the expenses
to be paid or reimbursed by it pursuant to Section 12 and the respective
obligations of the Company and the Initial Purchasers pursuant to Sections 9 and
10 shall remain in effect. If the purchase of the Securities by the Initial
Purchasers is not consummated because any condition to the obligations of the
Initial Purchasers set forth in Section 5 hereof is not satisfied or because of
any refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by the Initial Purchasers, the Company will reimburse the Initial
Purchasers upon demand for all reasonable out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with this Agreement and the proposed purchase and sale of the
Securities.

            9. Indemnification. (a) Each of the Company and the Guarantors,
jointly and severally, shall indemnify and hold harmless the Initial Purchasers,
their affiliates, and their respective officers, directors, employees,
representatives and agents, and each person, if any, who controls any Initial
Purchaser within the meaning of the Securities Act or the Exchange Act
(collectively referred to for the purposes of this Section 9 and Section 10 as
an Initial Purchaser), against any loss, claim, damage, expense or liability,
joint or several, or any action in respect thereof, to which an Initial
Purchaser may become subject, whether commenced or threatened and under the
Securities Act

or the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such loss, claim, damage, liability or
action arises out of or is based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the preliminary offering memorandum
or the Offering Memorandum or in any amendment or supplement thereto or any
information provided by the Company pursuant to Section 4(e) or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and shall reimburse
each Initial Purchaser for any legal or other expenses reasonably incurred by
that Initial Purchaser (upon presentation of a statement or statements therefor
in reasonable detail) in connection with investigating or preparing to defend or
defending against or appearing as a third party witness in connection with any
such loss, claim, damage, liability, expense or action as such expenses are
incurred; provided, however, that neither the Company nor any Guarantor shall be
liable in any such case to the extent that any such loss, claim, damage,
liability or action arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission from any of such
documents in reliance upon and in conformity with the Initial Purchasers'
Information; and provided further that with respect to any such untrue statement
or omission made in the preliminary offering memorandum, the indemnity agreement
contained in this Section 9(a) shall not enure to the benefit of any such
Initial Purchaser from whom the person asserting any such losses, claims,
damages or liabilities purchased the Securities concerned if, to the extent that
such sale was an initial resale by such Initial Purchaser and any such loss,
claim, damage or liability of such Initial Purchaser is a result of the fact
that both (A) a copy of the Offering Memorandum was not sent or given to such
person at or prior to the written confirmation of the sale of such Securities to
such person, and (B) the untrue statement or omission in the preliminary
offering memorandum was corrected in the

Offering Memorandum unless, in either case, such failure to deliver the Offering
Memorandum was a result of noncompliance by the Company or any Guarantor with
Section 4(c).

            (b) Each Initial Purchaser, severally and not jointly, shall
indemnify and hold harmless each of the Company and the Guarantors, each of
their affiliates, each of their officers, directors, employees, representatives,
and agents and each person, if any, who controls the Company or any Guarantor
within the meaning of the Securities Act (collectively referred to for the
purposes of this Section 9 and Section 10 as the Company), to the same extent as
the foregoing indemnity from the Company to each Initial Purchaser, against any
loss, claim, damage or liability, joint or several, or any action in respect
thereof, to which the Company may become subject, under the Securities Act, the
Exchange Act or other Federal or state statutory law or regulation at common law
or otherwise, insofar as such loss, claim, damage, expense, liability or action
arises out of or is based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in the preliminary offering memorandum or
the Offering Memorandum or in any amendment or supplement thereto or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, but in each case only to
the extent that the untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with the Initial
Purchasers' Information, and shall reimburse the Company for any legal or other
expenses reasonably incurred (upon presentation of a statement or statements
therefor in reasonable detail) by the Company or any Guarantor in connection
with investigating or preparing to defend or defending against or appearing as
third party witness in connection with any such loss, claim, damage, liability,
expense or action as such expenses are incurred.

            (c) Promptly after receipt by an indemnified party under this
Section 9 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 9(a) or 9(b), notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 9 except to the extent
it has been materially prejudiced by such failure; and, provided further that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section 9. If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 9 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation; provided,
however, that an indemnified party will have the right to employ its own counsel
in any such action, but the fees, expenses and other charges of such counsel
will be at the expense of such indemnified party unless (1) the employment of
counsel by the indemnified party has been authorized in writing by the
indemnifying party, (2) the indemnified party has reasonably concluded (based on
advice of counsel) that there may be legal defenses available to it or other
indemnified parties that are different from or in addition to those available to
the indemnifying party, (3) a conflict or potential conflict exists (based on
advice of counsel to the indemnified party) between the indemnified party and
the indemnifying party (in

which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party
has not in fact employed counsel to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the action, in
each of which cases the reasonable fees, disbursements and other charges of
counsel will be at the expense of the indemnifying party or parties. It is
understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees, disbursements and other charges of more than one separate
firm of attorneys (in addition to any local counsel) at any one time for all
such indemnified party or parties. Each indemnified party, as a condition of the
indemnity agreements contained in Sections 9(a) and 9(b), shall use all
reasonable efforts to cooperate with the indemnifying party in the defense of
any such action or claim. No indemnifying party shall be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.

            The obligations of the Company and the Initial Purchasers in this
Section 9 and in Section 10 are in addition to any other liability which the
Company or the Initial Purchasers, as the case may be, may otherwise have,

including in respect of any breaches of representations, warranties and
agreements made herein by any such party.

            10. Contribution. If the indemnification provided for in Section 9
is unavailable or insufficient to hold harmless an indemnified party under
Section 9(a) or 9(b), then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the Company on the one hand and the
Initial Purchasers on the other from the offering of the Securities or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Guarantors on the one hand and the Initial Purchasers on the other with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Initial Purchasers on the other with respect to such offering
shall be deemed to be in the same proportion as the total net proceeds from the
offering of the Securities purchased under this Agreement (before deducting
expenses) received by or on behalf of the Company bear to the total discounts
received by the Initial Purchasers with respect to the Securities purchased
under this Agreement, in each case as set forth in the table on the cover page
of the Offering Memorandum. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to the Company or any Guarantor or information supplied by the Company
or any Guarantor on the one hand or to the Initial Purchasers' Information on
the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct

or prevent such untrue statement or omission. The Company and the Initial
Purchasers agree that it would not be just and equitable if contributions
pursuant to this Section 10 were to be determined by pro rata allocation or by
any other method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 10 shall be deemed to include, for
purposes of this Section 10, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 10, no Initial
Purchaser shall be required to contribute any amount in excess of the amount by
which the total price at which the Securities purchased from the Company by it
were offered to investors less the amount of any damages which such Initial
Purchaser has otherwise paid or become liable to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Initial Purchasers' obligations
to contribute as provided in this Section 10 are several in proportion to their
respective purchase obligations and not joint.

            11. Persons Entitled to Benefit of Agreement. This Agreement shall
enure to the benefit of and be binding upon the Initial Purchasers, the Company,
upon execution and delivery of a letter in the form of Exhibit C hereto, each of
the Guarantors and their respective successors. Nothing expressed or mentioned
in this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Initial Purchasers, their affiliates and the Company
and each of the Guarantors and, in each case, their respective successors and
the controlling persons and officers and directors referred to in Sections 9 and
10 and their heirs and legal representatives, any legal or

equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein.

            12. Expenses. The Company and the Guarantors jointly and severally
agree to pay (a) the costs incident to the authorization, issuance, sale,
preparation and delivery of the Securities and any taxes payable in that
connection; (b) the costs incident to the preparation, printing and distribution
of any preliminary offering memorandum, the Offering Memorandum and any
amendments and supplements thereto; (c) the costs of reproducing and
distributing this Agreement, the Registration Rights Agreement and the
Indenture; (d) the preparation, issuance and delivery of the certificates for
the Securities to the Initial Purchasers; (e) the fees and expenses of
qualifying the Securities under the securities laws of the several jurisdictions
as provided in Section 4(m) and of preparing, printing and distributing Blue Sky
Memoranda (including related reasonable fees and expenses of CS&M); (f) any fees
charged by securities rating services for rating the Securities; (g) all fees
and expenses of the Trustee; (h) all costs incident to and fees and expenses of
the inclusion of the Securities on the PORTAL system and the approval of the
Securities for book-entry transfer by The Depository Trust Company; and (i) all
other costs and expenses incident to the performance of the obligations of the
Company and each of the Guarantors under this Agreement; provided, however,
that, except as otherwise provided in this Section 12 and in Section 8, the
Initial Purchasers shall pay their own costs and expenses, including the costs
and expenses of its counsel, any transfer taxes on the Securities which it may
sell and the expenses of advertising any offering of the Securities made by the
Initial Purchasers.

            13. Survival. The respective indemnities, rights of contribution,
representations, warranties, agreements and statements made by or on behalf of
the Company, each of the Guarantors and the Initial Purchasers and any of their
respective affiliates, representatives, officers, directors or controlling
persons contained in this Agreement or in any

certificate delivered pursuant to this Agreement, shall survive the delivery of
and payment for the Securities and shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement or any
investigation or statement as to the results thereof made by or on behalf of any
of them or any person controlling any of them.

            14. Notices, etc. All statements, requests, notices and agreements
hereunder shall be in writing, and:

            (a) if to the Initial Purchasers, shall be delivered or sent by
      mail, telex or facsimile transmission to Chase Securities Inc., 270 Park
      Avenue, 4th floor, New York, New York 10017, Attention: Mr. Stephen
      Eichenberger;

            (b) if to the Company or any Guarantor, shall be delivered or sent
      by mail, telex or facsimile transmission, prior to the Closing Date, c/o
      Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178,
      fax: (212) 309-6273, Attention: Philip H. Werner, on or after the Closing
      Date, to the address of the Company set forth in the Offering Memorandum,
      Attention: General Counsel;

provided, however, that any notice to an Initial Purchaser pursuant to Section
9(c) shall be delivered or sent by mail, telex or facsimile transmission to such
Initial Purchaser at its address set forth on the signature page hereof.

            Any such statements, requests, notices or agreements shall take
effect at the time of receipt thereof.

            15. Business Day. For purposes of this Agreement, "business day"
means any day on which the New York Stock Exchange, Inc. is open for trading.

            16. Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.

            17. Counterparts. This Agreement may be executed in any number of
counterparts (which may include counterparts delivered by telecopier), each of
which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.

            18. Headings. The 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.

            If the foregoing is in accordance with your understanding of the
agreement between the Company and the

Initial Purchasers, kindly indicate your acceptance in the space provided for
that purpose below.

                                        Very truly yours,

                                        LIFESTYLE FURNISHINGS INTERNATIONAL
                                        LTD.,

                                          by_______________________________
                                            Name:
                                            Title:

                                        LIFESTYLE HOLDINGS LTD.,

                                          by_______________________________
                                            Name:
                                            Title:

Accepted:

CHASE SECURITIES INC.

  by_______________________________
    Authorized Signatory

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

  by_______________________________
    Authorized Signatory

Address for Notices:

CHASE SECURITIES INC.
One Chase Plaza, 25th floor

New York, New York 10081
Attention: Legal Department

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
World Financial Center
North Tower
New York, New York 10281
Attention: Wood Steinberg

                               SCHEDULE I

Ametex Fabrics, Inc., a Delaware corporation
The Berkline Corporation, a Delaware corporation
Blue Mountain Trucking Corporation, a Mississippi
corporation
Custom Truck Tires, Inc., a Mississippi corporation
D-H Retail Space, Inc., a Delaware corporation
Drexel Heritage Advertising, Inc., a Delaware corporation
Drexel Heritage Furnishings Inc., a New York corporation
Drexel Heritage Home Inspirations, Inc., a North Carolina
   corporation
Henredon Furniture Industries, Inc., a North Carolina
   corporation
Henredon Transportation Company, a North Carolina
corporation
Interior Fabric Design, Inc., a New York corporation
Intro Europe, Inc., a North Carolina corporation
La Barge, Inc., a Michigan corporation
Lexington Furniture Industries, Inc., a North Carolina
   corporation
Maitland-Smith, Inc., a North Carolina corporation
Marbro Lamp Company, a California corporation
Ramm, Son & Crocker, Inc., a New York corporation
Robert Allen Fabrics, Inc., a Delaware corporation
Robert Allen Fabrics of N.Y. Inc., a Delaware corporation
Sunbury Textile Mills, Inc., a Delaware corporation
Universal Furniture Industries, Inc., a Delaware corporation
Universal Furniture Limited, a Delaware corporation

                              SCHEDULE III

                                            Principal
                                            Amount of
   Initial Purchaser                    Subordinated Notes
   -----------------                    ------------------

  Chase Securities Inc.                   $120,000,000

  Merrill Lynch, Pierce                   $ 80,000,000
    Fenner & Smith Incorporated

            Total                         $200,000,000

                                EXHIBIT C

CHASE SECURITIES INC.
270 Park Avenue
New York, New York 10017

MERRILL LYNCH, PIERCE, FENNER
  & SMITH INCORPORATED
World Financial Center
North Tower
New York, New York 10281

Ladies and Gentlemen:

            Pursuant to Section 5(y) of the Purchase Agreement referred to
below, this will confirm each of the undersigned's accession to such Purchase
Agreement and that each of the undersigned are hereby a party to and shall be
bound by the Purchase Agreement dated July 31, 1996, among each of you,
Lifestyle Furnishings International Ltd. and Lifestyle Holdings Ltd., with the
same force and effect as if each of the undersigned had signed the Purchase
Agreement on such date

                                        Very truly yours,

                                        AMETEX FABRICS, INC.,

                                           by______________________________
                                             Name:
                                             Title:

                                        THE BERKLINE CORPORATION,

                                           by__________________________
                                             Name:
                                             Title:

                                        BLUE MOUNTAIN TRUCKING
                                        CORPORATION,

                                           by__________________________
                                             Name:
                                             Title:

                                        CUSTOM TRUCK TIRES, INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        D-H RETAIL SPACE, INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        DREXEL HERITAGE ADVERTISING,
                                        INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        DREXEL HERITAGE FURNISHINGS
                                        INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        DREXEL HERITAGE HOME
                                        INSPIRATIONS, INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        HENREDON FURNITURE INDUSTRIES,
                                        INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        HENREDON TRANSPORTATION
                                        COMPANY,

                                           by__________________________
                                             Name:
                                             Title:

                                        INTERIOR FABRIC DESIGN, INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        INTRO EUROPE, INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        LA BARGE, INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        LEXINGTON FURNITURE
                                        INDUSTRIES, INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        MAITLAND-SMITH, INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        MARBRO LAMP COMPANY,

                                           by__________________________
                                             Name:
                                             Title:

                                        RAMM, SON & CROCKER, INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        ROBERT ALLEN FABRICS, INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        ROBERT ALLEN FABRICS OF N.Y.,
                                        INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        SUNBURY TEXTILE MILLS, INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        UNIVERSAL FURNITURE
                                        INDUSTRIES, INC.,

                                           by__________________________
                                             Name:
                                             Title:

                                        UNIVERSAL FURNITURE LIMITED,

                                           by__________________________
                                             Name:
                                             Title: 

Basic Info X:

Name: PURCHASE AGREEMENT
Type: Purchase Agreement
Date: Sept. 13, 1996
Company: BERKLINE CORP
State: Delaware

Other info:

Date:

  • June 4 , 1996
  • July 19 , 1996
  • March 29 , 1996
  • August 5 , 1996
  • June 30 , 1996
  • July 31 , 1996

Organization:

  • IBJ Schroder Bank & Trust Company
  • Pierce , Fenner & Smith Incorporated
  • Securities and Exchange Commission
  • Furnishings International Inc.
  • Each of Holdings
  • g Coopers & Lybrand LLP
  • Pro Forma Financial Information
  • Analysis of Results of Operations and Financial Condition
  • k Each Furnishings Group Member
  • No Furnishings Group Member
  • National Association of Securities Dealers , Inc.
  • Board of Governors of the Federal Reserve System
  • The Furnishings Group Members
  • Internal Revenue Service
  • Levitz Furniture Corporation
  • Federal Funds Effective Rate
  • Cravath , Swaine & Moore
  • The Depository Trust Company
  • c Morgan , Lewis & Bockius LLP
  • Dixie Furniture Company , Inc.
  • Drexel Heritage Advertising Inc.
  • Henry Link Corporation
  • NY-D Group Member
  • Exchange Offer and Exchange Securities
  • Federal Reserve Board
  • General Counsel of Masco
  • The Berkline Corporation
  • New York Business Corporation Law
  • Drexel Heritage Furnishings , Inc.
  • Senior Bank Facilities
  • Humphrey & Leonard
  • NC Specified Subsidiary
  • NC Group Member
  • Holland , Ray & Upchurch
  • Blue Mountain Trucking Corporation and Custom Truck Tires , Inc.
  • MS Specified Subsidiary
  • h Raymond & Prokop P.C
  • Registration Rights Agreement
  • La Barge , Inc.
  • American Institute of Certified Public Accountants ' Code of Professional Conduct
  • Masco Home Furnishings Group
  • Material Adverse Effect
  • American Stock Exchange
  • New York State
  • Howard & Zukin , Inc.
  • CS & M
  • New York Stock Exchange , Inc.
  • Ametex Fabrics , Inc.
  • D-H Retail Space , Inc.
  • Drexel Heritage Advertising , Inc.
  • Drexel Heritage Home Inspirations , Inc.
  • Henredon Furniture Industries , Inc.
  • Henredon Transportation Company
  • Interior Fabric Design , Inc.
  • Lexington Furniture Industries , Inc.
  • Maitland-Smith , Inc.
  • Marbro Lamp Company
  • Robert Allen Fabrics , Inc.
  • Robert Allen Fabrics of N.Y. Inc.
  • Sunbury Textile Mills , Inc.
  • Universal Furniture Industries , Inc.
  • Universal Furniture Limited
  • Chase Securities Inc.
  • Pierce $ 80,000,000 Fenner & Smith Incorporated Total
  • FENNER & SMITH INCORPORATED World Financial Center North Tower
  • Lifestyle Furnishings International Ltd.
  • Lifestyle Holdings Ltd.
  • DREXEL HERITAGE FURNISHINGS INC.
  • SON & CROCKER , INC.

Location:

  • U.S.
  • 12:00 P.M.
  • 10:00 A.M.
  • New York City
  • Canada
  • United States
  • Houlihan
  • Lokey
  • Park Avenue
  • Mississippi
  • Intro Europe
  • Michigan
  • North Carolina
  • California
  • Delaware
  • PIERCE
  • LEXINGTON
  • N.Y.
  • SUNBURY TEXTILE MILLS

Money:

  • $ 15 million
  • $ 120,000,000
  • $ 200,000,000

Person:

  • Robert Allen Fabrics
  • viii
  • John R. Leekley
  • Brooks
  • Pierce
  • McLendon
  • Stephen Eichenberger
  • Philip H. Werner
  • Steinberg
  • Ramm

Percent:

  • 10-78 %
  • 97.0 %