<PAGE> 1
                      LOAN AGREEMENT

                          AMONG

                     NATIONSBANK, N.A.
                         AS LENDER

                            AND

                    FALCON PRODUCTS, INC.
         AND ITS SUBSIDIARIES, AS IDENTIFIED HEREIN
                        AS BORROWER









                 Effective April 22, 1998



<PAGE> 2
                         Table of Contents

1.   Effective Date.. . . . . . . . . . . . . . . . . . . . . . . . . 1

2.   Definitions and Rules of Construction. . . . . . . . . . . . . . 1
     2.1.  Listed Definitions.. . . . . . . . . . . . . . . . . . . . 1
     2.2.  Other Definitions. . . . . . . . . . . . . . . . . . . . . 1
     2.3.  References to Borrower.. . . . . . . . . . . . . . . . . . 1
     2.4.  Accounting Terms.. . . . . . . . . . . . . . . . . . . . . 1
     2.5.  Meaning of Satisfactory. . . . . . . . . . . . . . . . . . 1
     2.6.  Computation of Time Periods. . . . . . . . . . . . . . . . 2
     2.7.  Certificates of Borrower and Borrowing Officer, Advance
           Requests--Appointment of Falcon Products, Inc. . . . . . . 2
     2.8.  General. . . . . . . . . . . . . . . . . . . . . . . . . . 2

3.   Lender's Commitment. . . . . . . . . . . . . . . . . . . . . . . 2
     3.1.  Revolving Loan Commitment. . . . . . . . . . . . . . . . . 2
           3.1.1.  Aggregate Amount; Reductions.. . . . . . . . . . . 2
           3.1.2.  Limitation on Revolving Loan Advances. . . . . . . 3
           3.1.3.  Revolving Note.. . . . . . . . . . . . . . . . . . 3

4.   Interest.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     4.1.  Interest on Loans; Interest Periods for Eurodollar
           Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
     4.2.  Increments.. . . . . . . . . . . . . . . . . . . . . . . . 4
     4.3.  Conversion of Loans. . . . . . . . . . . . . . . . . . . . 4
     4.4.  Time of Accrual. . . . . . . . . . . . . . . . . . . . . . 5
     4.5.  Computation. . . . . . . . . . . . . . . . . . . . . . . . 5
     4.6.  Rate After Maturity. . . . . . . . . . . . . . . . . . . . 5

5.   Payments.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     5.1.  Scheduled Payments on Revolving Loan.. . . . . . . . . . . 5
           5.1.1.  Interest.. . . . . . . . . . . . . . . . . . . . . 5
           5.1.2.  Principal. . . . . . . . . . . . . . . . . . . . . 6
     5.2.  Prepayments. . . . . . . . . . . . . . . . . . . . . . . . 6
           5.2.1.  Mandatory Prepayments When Over-Advances Exist . . 6
     5.3.  Manner of Payments and Timing of Application of
           Payments.. . . . . . . . . . . . . . . . . . . . . . . . . 6
           5.3.1.  Payment Requirement. . . . . . . . . . . . . . . . 6
     5.4.  Application of Payments and Proceeds.. . . . . . . . . . . 6
           5.4.1.  Interest Calculation.. . . . . . . . . . . . . . . 6
     5.5.  Voluntary Prepayments. . . . . . . . . . . . . . . . . . . 6
     5.6.  Returned Instruments.. . . . . . . . . . . . . . . . . . . 7
     5.7.  Compelled Return of Payments or Proceeds.. . . . . . . . . 7
     5.8.  Due Dates Not on Business Days.. . . . . . . . . . . . . . 7

6.   Procedure for Obtaining Advances.. . . . . . . . . . . . . . . . 7

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     6.1.  Initial Advances.. . . . . . . . . . . . . . . . . . . . . 7
     6.2.  Subsequent Revolving Loan Advances.. . . . . . . . . . . . 7
           6.2.1.    Borrower Requests. . . . . . . . . . . . . . . . 7
           6.2.2.    Lender's Right to Make Other Revolving Loan
                     Advances.. . . . . . . . . . . . . . . . . . . . 7
                 6.2.2.1.  Payment of Loan Obligations. . . . . . . . 7
                 6.2.2.2.  Payments to Other Creditors. . . . . . . . 8
     6.3.  Disbursement.. . . . . . . . . . . . . . . . . . . . . . . 8
     6.4.  Restrictions on Advances.. . . . . . . . . . . . . . . . . 8
     6.5.  Restriction on Number of Eurodollar Loans. . . . . . . . . 8
     6.6.  Each Advance Request Certification.. . . . . . . . . . . . 8
     6.7.  Requirements for Every Advance Request.. . . . . . . . . . 8
     6.8.  Exoneration of Lender. . . . . . . . . . . . . . . . . . . 9
     6.9.  Suspension of Obligation to Make Eurodollar
           Advances.. . . . . . . . . . . . . . . . . . . . . . . . . 9

7.   Power of Attorney.  Each . . . . . . . . . . . . . . . . . . . . 9

8.   Conditions of Lending. . . . . . . . . . . . . . . . . . . . . . 9
     8.1.  Conditions to Initial Advance. . . . . . . . . . . . . . . 9
           8.1.1.    Listed Documents and Other Items.. . . . . . . .10
           8.1.2.    Financial Condition. . . . . . . . . . . . . . .10
           8.1.3.    Default. . . . . . . . . . . . . . . . . . . . .10
           8.1.4.    Representations and Warranties.. . . . . . . . .10
           8.1.5.    Material Adverse Change. . . . . . . . . . . . .10
           8.1.6.    Environmental. . . . . . . . . . . . . . . . . .10
           8.1.7.    Pending Material Proceedings.. . . . . . . . . .10
           8.1.8.    Payment of Fees. . . . . . . . . . . . . . . . .10
           8.1.9.    Other Items. . . . . . . . . . . . . . . . . . .10
     8.2.  Conditions to Subsequent Advances. . . . . . . . . . . . .10
           8.2.1.     General Conditions. . . . . . . . . . . . . . .10
           8.2.2.     Representations and Warranties. . . . . . . . .11
           8.2.3.     Default.. . . . . . . . . . . . . . . . . . . .11

9.   Representations and Warranties.. . . . . . . . . . . . . . . . .11
     9.1.  Organization and Existence.. . . . . . . . . . . . . . . .11
     9.2.  Authorization. . . . . . . . . . . . . . . . . . . . . . .11
     9.3.  Due Execution. . . . . . . . . . . . . . . . . . . . . . .11
     9.4.  Enforceability of Obligations. . . . . . . . . . . . . . .11
     9.5.  Burdensome Obligations. . .. . . . . . . . . . . . . . . .11
     9.6.  Legal Restraints. . .. . . . . . . . . . . . . . . . . . .11
     9.7.  Labor Disputes. . .. . . . . . . . . . . . . . . . . . . .12
     9.8.  No Material Proceedings. . . . . . . . . . . . . . . . . .12
     9.9.  Material Licenses. . . . . . . . . . . . . . . . . . . . .12
     9.10. Compliance with Material Laws. . . . . . . . . . . . . . .12
           9.10.1.   Proceedings. . . . . . . . . . . . . . . . . . .12
           9.10.2.   Hazardous Materials on Real Property.. . . . . .12
     9.11. Other Names. . . . . . . . . . . . . . . . . . . . . . . .12
     9.12. Financial Statements.. . . . . . . . . . . . . . . . . . .12
     9.13. No Change in Condition.. . . . . . . . . . . . . . . . . .12

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     9.14.     No Defaults. . . . . . . . . . . . . . . . . . . . . .12
     9.15.     Solvency.. . . . . . . . . . . . . . . . . . . . . . .13
     9.16.     Indebtedness.. . . . . . . . . . . . . . . . . . . . .13
     9.17.     Tax Liabilities; Governmental Charges. . . . . . . . .13
     9.18.     Pension Benefit Plans. . . . . . . . . . . . . . . . .13
     9.19.     Welfare Benefit Plans. . . . . . . . . . . . . . . . .13
     9.20.     Retiree Benefits.. . . . . . . . . . . . . . . . . . .13
     9.21.     State of Property. . . . . . . . . . . . . . . . . . .13
     9.22.     Margin Stock.. . . . . . . . . . . . . . . . . . . . .13
     9.23.     Securities Matters.. . . . . . . . . . . . . . . . . .14
     9.24.     Investment Company Act, Etc. . . . . . . . . . . . . .14
     9.25.     No Material Misstatements or Omissions.. . . . . . . .14
     9.26.     Investments. . . . . . . . . . . . . . . . . . . . . .14
     9.27.     Indirect Obligations.. . . . . . . . . . . . . . . . .14
     9.28.     Capital Leases.. . . . . . . . . . . . . . . . . . . .14
     9.29.     Subsidiaries.. . . . . . . . . . . . . . . . . . . . .14
     9.30.     Falcon International E.U.R.L. and Falcon Products of
               California, Inc... . . . . . . . . . . . . . . . . . .14

10.  Survival.. . . . . . . . . . . . . . . . . . . . . . . . . . . .14

11.  Affirmative Covenants. . . . . . . . . . . . . . . . . . . . . .15
     11.1.     Use of Proceeds. . . . . . . . . . . . . . . . . . . .15
     11.2.     Corporate Existence. . . . . . . . . . . . . . . . . .15
     11.3.     Maintenance of Property and Leases.. . . . . . . . . .15
     11.4.     Inventory. . . . . . . . . . . . . . . . . . . . . . .15
     11.5.     Insurance. . . . . . . . . . . . . . . . . . . . . . .15
     11.6.     Payment of Taxes and Other Obligations.. . . . . . . .15
     11.7.     Compliance With Laws.. . . . . . . . . . . . . . . . .16
     11.8.     Discovery and Clean-Up of Hazardous Material.. . . . .16
     11.9.     Termination of Pension Benefit Plan. . . . . . . . . .16
     11.10.    Notice to Lender of Material Events. . . . . . . . . .16
     11.11.    Borrowing Officer. . . . . . . . . . . . . . . . . . .17
     11.12.    Accounting System; Tracing of Proceeds.. . . . . . . .17
     11.13.    Financial Statements.. . . . . . . . . . . . . . . . .17
               11.13.1.    Annual Financial Statements. . . . . . . .17
               11.13.2.    Quarterly Financial Statements.. . . . . .18
     11.14.    Other Financial Information. . . . . . . . . . . . . .18
               11.14.2.    Stockholder and SEC Reports. . . . . . . .18
               11.14.3.    Pension Benefit Plan Reports.. . . . . . .19
               11.14.4.    Tax Returns. . . . . . . . . . . . . . . .19
     11.15.    Review of Accounts.. . . . . . . . . . . . . . . . . .19
     11.16.    Inventory. . . . . . . . . . . . . . . . . . . . . . .19
     11.17.    Annual Projections.. . . . . . . . . . . . . . . . . .19
     11.18.    Other Information. . . . . . . . . . . . . . . . . . .19
     11.19.    Exams by Lender. . . . . . . . . . . . . . . . . . . .19
     11.20.    Access to Officers and Auditors. . . . . . . . . . . .19
     11.21.    Intercompany Indebtedness. . . . . . . . . . . . . . .20
     11.22.    Liquidation of Falcon Products of California, Inc. . .20
     11.23.    Further Assurances.. . . . . . . . . . . . . . . . . .20

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12.  Negative Covenants.   Each . . . . . . . . . . . . . . . . . . .20
     12.1.     Investments. . . . . . . . . . . . . . . . . . . . . .20
     12.2.     Indebtedness.. . . . . . . . . . . . . . . . . . . . .21
     12.3.     Security Interests.. . . . . . . . . . . . . . . . . .21
     12.4.     Change of Control. . . . . . . . . . . . . . . . . . .22
     12.5.     Distributions. . . . . . . . . . . . . . . . . . . . .22
     12.6.     Indirect Obligations.. . . . . . . . . . . . . . . . .22
     12.7.     Capital Structure; Equity Securities.. . . . . . . . .22
     12.8.     Change of Business.. . . . . . . . . . . . . . . . . .22
     12.9.     Transactions With Affiliates.. . . . . . . . . . . . .22
     12.10.    No Default on Indebtedness or Material Agreements. . .22
     12.11.    Conflicting Agreements.. . . . . . . . . . . . . . . .22
     12.12.    Fiscal Year. . . . . . . . . . . . . . . . . . . . . .22
     12.13.    Bank Accounts. . . . . . . . . . . . . . . . . . . . .23
     12.14.    New Subsidiaries.. . . . . . . . . . . . . . . . . . .23
     12.15.    Transactions Having a Material Adverse Effect or
               Causing a Default. . . . . . . . . . . . . . . . . . .23
     12.16.    Disposal of Property.. . . . . . . . . . . . . . . . .23
     12.17.    Acquisitions.. . . . . . . . . . . . . . . . . . . . .23

13.  Financial Covenants. . . . . . . . . . . . . . . . . . . . . . .23
     13.1.     Special Definitions. . . . . . . . . . . . . . . . . .23
     13.2.     Maximum Leverage.. . . . . . . . . . . . . . . . . . .24
     13.3.     Total Liabilities to Tangible Net Worth. . . . . . . .24
     13.4.     Minimum Current Ratio. . . . . . . . . . . . . . . . .24

14.  Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
     14.1.     Events of Default. . . . . . . . . . . . . . . . . . .24
               14.1.1.  Failure to Pay Principal or Interest. . . . .24
               14.1.2.  Failure to Pay Other Amounts Owed to
                        Lender. . . . . . . . . . . . . . . . . . . .24
               14.1.3.  Failure to Pay Amounts Owed to Other
                        Persons.. . . . . . . . . . . . . . . . . . .25
               14.1.4.  Representations or Warranties.. . . . . . . .25
               14.1.5.  Certain Covenants.. . . . . . . . . . . . . .25
               14.1.6.  Other Covenants.. . . . . . . . . . . . . . .25
               14.1.7.  Acceleration of Other Indebtedness. . . . . .25
               14.1.8.  Default Under Other Agreements. . . . . . . .25
               14.1.9.  Bankruptcy; Insolvency; Etc.. . . . . . . . .25
               14.1.10. Judgments; Attachment; Settlement; Etc. . . .25
               14.1.11. Pension Benefit Plan Termination, Etc.. . . .26
               14.1.12. Liquidation or Dissolution. . . . . . . . . .26
               14.1.13. Seizure of Assets.. . . . . . . . . . . . . .26
               14.1.14. Loss to Collateral. . . . . . . . . . . . . .26
     14.2.     Cross-Default. . . . . . . . . . . . . . . . . . . . .26
     14.3.     Rights and Remedies in the Event of Default. . . . . .26
               14.3.1.  Termination of Commitments. . . . . . . . . .26
               14.3.2.  Acceleration. . . . . . . . . . . . . . . . .27
               14.3.3.  Right of Set-off. . . . . . . . . . . . . . .27
               14.3.4.  Miscellaneous.. . . . . . . . . . . . . . . .27
               14.3.5.  Joint and Several.. . . . . . . . . . . . . .27

                                    iv
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               14.3.6.  Application of Funds. . . . . . . . . . . . .27
     14.4.     Notice.. . . . . . . . . . . . . . . . . . . . . . . .27

15.  Changes in Circumstances.. . . . . . . . . . . . . . . . . . . .28
     15.1.     Compensation for Increased Costs and Reduced Returns;
               Capital Adequacy.. . . . . . . . . . . . . . . . . . .28
               15.1.1.  Increased Costs or Reduced Returns to
                        Lender. . . . . . . . . . . . . . . . . . . .28
               15.1.2.  Capital Adequacy. . . . . . . . . . . . . . .28
               15.1.3.  Notice to Borrower. . . . . . . . . . . . . .29
     15.2.     Limitations on Eurodollar Loans. . . . . . . . . . . .29
               15.2.1.  Market Failure. . . . . . . . . . . . . . . .29
               15.2.2.  Inadequate Reflection of Cost.. . . . . . . .29
     15.3.     Illegality.. . . . . . . . . . . . . . . . . . . . . .29
     15.4.     Compensation.. . . . . . . . . . . . . . . . . . . . .29
               15.4.1.  Early Payment.. . . . . . . . . . . . . . . .29
               15.4.2.  Failure to Take Advances. . . . . . . . . . .30
     15.5.     Treatment of Affected Revolving Loans. . . . . . . . .30
               15.5.1.  Payments. . . . . . . . . . . . . . . . . . .30
               15.5.2.  Prime Rate. . . . . . . . . . . . . . . . . .30

16.  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
     16.1.     Gross-Up.. . . . . . . . . . . . . . . . . . . . . . .30
     16.2.     Lender's Undertaking.. . . . . . . . . . . . . . . . .31

17.  Usury Limitations. . . . . . . . . . . . . . . . . . . . . . . .31

18.  General. . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
     18.1.     Lender's Right to Cure.. . . . . . . . . . . . . . . .31
     18.2.     Rights Not Exclusive.. . . . . . . . . . . . . . . . .32
     18.3.     Survival of Agreements.. . . . . . . . . . . . . . . .32
     18.4.     Payment of Expenses. . . . . . . . . . . . . . . . . .32
     18.5.     General Indemnity. . . . . . . . . . . . . . . . . . .32
     18.6.     Changes in Accounting Principles.. . . . . . . . . . .33
     18.7.     Loan Records.. . . . . . . . . . . . . . . . . . . . .33
     18.8.     Loan Obligations Payable in Dollars. . . . . . . . . .34

19.  Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . .34
     19.1.     Notices. . . . . . . . . . . . . . . . . . . . . . . .34
     19.2.     Amendments, Waivers and Consents.. . . . . . . . . . .34
     19.3.     Rights Cumulative. . . . . . . . . . . . . . . . . . .34
     19.4.     Successors and Assigns.. . . . . . . . . . . . . . . .34
     19.5.     Severability.. . . . . . . . . . . . . . . . . . . . .35
     19.6.     Counterparts.. . . . . . . . . . . . . . . . . . . . .35
     19.7.     Governing Law; No Third Party Rights.. . . . . . . . .35
     19.8.     Counterpart Facsimile Execution. . . . . . . . . . . .35
     19.9.     No Other Agreements. . . . . . . . . . . . . . . . . .35
     19.10.    Negotiated Transaction.. . . . . . . . . . . . . . . .35
     19.12.    CHOICE OF FORUM. . . . . . . . . . . . . . . . . . . .36
     19.13.    SERVICE OF PROCESS.. . . . . . . . . . . . . . . . . .37

                                    v
<PAGE> 7
     19.14.    JURY TRIAL.. . . . . . . . . . . . . . . . . . . . . .37
     19.15.    Incorporation By Reference.. . . . . . . . . . . . . .37
     19.16.    Statutory Notice.. . . . . . . . . . . . . . . . . . .37
     19.17.    Statutory Notice-Insurance.. . . . . . . . . . . . . .37




                                    vi
<PAGE> 8

                        LOAN AGREEMENT

In consideration of the mutual agreements herein and other
sufficient consideration, the receipt of which is hereby
acknowledged, Falcon Products, Inc., a Delaware corporation, Falcon
Holdings, Inc., a Missouri corporation, Falcon de Juarez, S.A. de
C.V., a Mexican corporation,  Funduciones Technicas, S.A., a
Mexican corporation, Falcon De Baja California, S.A. de C.V., a
Mexican corporation, Falcon Mimon, a.s., a Czech Republic
corporation formerly known as MITON, a.s., Howe Furniture
Corporation, a New York corporation, Johnson Industries, Inc., an
Illinois corporation, Howe Europe A/S, a Denmark corporation, and
Falcon Products (Shenzhen) Limited, a China corporation also known
as Falcon Products China, Limited, and each of their respective
Subsidiaries, whether now existing or hereafter acquired or created
(separately and collectively, "Borrower") and NationsBank, N.A.
("Lender") agree as follows:

1.   EFFECTIVE DATE.  This Agreement is effective April 22, 1998.

2.   DEFINITIONS AND RULES OF CONSTRUCTION.

     2.1.  LISTED DEFINITIONS.  Capitalized words defined in the
     Glossary and Index of Defined Terms attached hereto as Exhibit
     2.1 shall have such defined meanings wherever used in this
     Agreement and the other Loan Documents.

     2.2.  OTHER DEFINITIONS.  If a capitalized word in this
     Agreement is not defined in the Glossary and Index of Defined
     Terms, it shall have such meaning as defined elsewhere herein,
     or if not defined elsewhere herein, the meaning defined in the
     UCC.

     2.3.  REFERENCES TO BORROWER.  A Borrower, any Borrower, each
     Borrower, and every Borrower refers to Falcon Products, Inc.,
     a Delaware corporation, Falcon Holdings, Inc., a Missouri
     corporation, Falcon de Juarez, S.A. de C.V., a Mexican
     corporation,  Funduciones Technicas, S.A., a Mexican
     corporation, Falcon De Baja California, S.A. de C.V., a
     Mexican corporation, Falcon Mimon, a.s., a Czech Republic
     corporation formerly known as MITON, a.s., Howe Furniture
     Corporation, a New York corporation, Johnson Industries, Inc.,
     an Illinois corporation, Howe Europe A/S, a Denmark
     corporation, and Falcon Products (Shenzhen) Limited, a China
     corporation also known as Falcon Products China, Limited, and
     each of their respective Subsidiaries, whether now existing or
     hereafter created, organized or acquired from time to time,
     both separately and collectively, as though each such entity
     were actually listed, and their Obligations and liabilities
     (including, without limitation, the Loan Obligations) under
     the Loan Documents are joint and several in all respects.

     2.4.  ACCOUNTING TERMS.  Unless the context otherwise requires,
     accounting terms herein that are not defined herein shall be
     determined under GAAP.  All financial measurements
     contemplated hereunder respecting Borrower shall be made and
     calculated for Borrower and all of its now existing or later
     acquired, created or organized subsidiaries, on a consolidated
     basis in accordance with GAAP unless expressly provided
     otherwise herein.

     2.5.  MEANING OF SATISFACTORY.  Whenever herein a document or
     matter is required to be satisfactory to Lender, unless
     expressly stated otherwise such document must be satisfactory
     to Lender in both form and substance in its commercially
     reasonable discretion, and unless expressly stated otherwise,
     Lender shall have the commercially reasonable discretion to
     determine whether the document or matter is satisfactory.  The
     right to exercise such discretion is absolute.



<PAGE> 9

     2.6.  COMPUTATION OF TIME PERIODS.  In computing or defining
     periods of time from a specified date to a later specified
     date, and in computing the accrual of interest or fees, the
     word from shall mean from and including and the words to and
     until shall each mean to but excluding.  Periods of days
     referred to in this Agreement shall be counted in calendar
     days unless Business Days are expressly prescribed, and
     references in this Agreement to months and years are to
     calendar months and calendar years unless otherwise specified.

     2.7.  CERTIFICATES OF BORROWER AND BORROWING OFFICER, ADVANCE
     REQUESTS--APPOINTMENT OF FALCON PRODUCTS, INC.  For so long as
     the Loan Obligations remain outstanding and any Commitment
     remains in effect, each Borrower hereby covenants and agrees,
     and hereby grants to Falcon Products, Inc., an absolute and
     irrevocable power of attorney coupled with interest, to
     (a) certify the financial statements of Borrower, (b) request
     Advances and execute and deliver written requests for
     Advances, (c) make any other deliveries required to be
     delivered periodically hereunder to Lender, and (d) act as its
     Borrowing Officer, and Lender is entitled to rely on any such
     document or certificate signed by Falcon Products, Inc.

     2.8.  GENERAL.  Unless the context of this Agreement clearly
     requires otherwise:  (i) references to the plural include the
     singular and vice versa;  (ii) references to any Person
     include such Person's successors and assigns but, if
     applicable, only if such successors and assigns are permitted
     by this Agreement;  (iii) references to one gender include all
     genders;  (iv) including is not limiting;  (v) or has the
     inclusive meaning represented by the phrase and/or;  (vi) the
     words hereof, herein, hereby, hereunder and similar terms in
     this Agreement refer to this Agreement as a whole, including
     its Exhibits, and not to any particular provision of this
     Agreement;  (vii) the word Section or section and Page or page
     refer to a section or page, respectively, of, and the word
     Exhibit refers to an Exhibit to, this Agreement unless it
     expressly refers to something else; (viii) reference to any
     agreement, document, or instrument (including this Agreement
     and any other Loan Document or other agreement, document or
     instrument defined herein), means such agreement, document, or
     instrument as amended, modified, restated or replaced and in
     effect from time to time in accordance with the terms thereof
     and, if applicable, the terms hereof, and includes all
     attachments thereto and documents incorporated therein, if
     any; and (ix) general and specific references to any Law means
     such Law as amended, modified, codified or reenacted, in whole
     or in part, and in effect from time to time.  Section captions
     and the Table of Contents are for convenience only and shall
     not affect the interpretation or construction of this
     Agreement or the other Loan Documents.

3.   LENDER'S COMMITMENT.  Subject to the terms and conditions
hereof, and in reliance upon the representations and warranties of
Borrower herein, Lender makes the following commitment to Borrower:

     3.1.  REVOLVING LOAN COMMITMENT.

           3.1.1.     AGGREGATE AMOUNT; REDUCTIONS.  Subject to the
           limitations in Section 3.1.2 and elsewhere herein, Lender
           commits to make available to Borrower, from the Effective
           Date to the Revolving Loan Maturity Date a "Revolving
           Loan Commitment" of $20,000,000 by funding Revolving Loan
           Advances made from time to time by Lender as provided
           herein to accounts at Lender.  Subject to the limitations
           in Section and elsewhere herein, payments and prepayments
           that are applied to reduce the Revolving Loan may be
           reborrowed through Revolving Loan Advances.  Borrower may
           also reduce the amount of the Revolving Loan Commitment
           in whole multiples of $100,000 at any time and from time
           to time, but only if (i) Borrower gives Lender written
           notice of Borrower's intention to make such reduction at
           least three Business Days prior to the effective date of
           the reduction, and


                                    2
<PAGE> 10

           (ii) Borrower makes on the effective date of the
           reduction any payment on the Revolving Loan required
           under Section 5.2.1 as a consequence of the reduction.
           Any such reduction of the amount of the Revolving Loan
           Commitment, whether scheduled or voluntary, shall be
           permanent.

           3.1.2.     LIMITATION ON REVOLVING LOAN ADVANCES.  No
           Revolving Loan Advance will be made which would result in
           the Revolving Loan exceeding the Revolving Loan
           Commitment and no Revolving Loan Advance will be made on
           or after the Revolving Loan Maturity Date.  Lender may,
           however, in its absolute discretion make Revolving Loan
           Advances exceeding the Revolving Loan Commitment, but
           shall not be deemed by doing so to have increased the
           Revolving Commitment and shall not be obligated to make
           any such Revolving Loan Advances thereafter.  At any time
           that there is an Existing Default, the Revolving Loan
           Commitment may be canceled as provided in Section 14.3.


           3.1.3.     REVOLVING NOTE.  The obligation of Borrower to
           repay Lender's Revolving Loan shall be evidenced by a
           promissory note payable to the order of Lender in a
           maximum principal amount equal to the amount of the
           Revolving Loan Commitment and otherwise satisfactory to
           Lender.

4.   INTEREST.

     4.1.  INTEREST ON LOANS; INTEREST PERIODS FOR EURODOLLAR
           LOANS.  Borrower may, as provided herein, designate each
           Advance or part of an Advance to be either a Prime Rate
           Advance, a Federal Funds Rate Advance, or a Eurodollar
           Advance; provided, however, during the existence of an
           Existing Default, Borrower may not designate an Advance
           or part of an Advance as a Federal Funds Rate Advance or
           a Eurodollar Advance.  Each Prime Rate Advance when made
           will become a Prime Rate Loan, which shall bear interest
           at the Prime Rate (which will fluctuate as described in
           Section 4.5) plus the Prime Increment (determined from
           time to time as provided in Section 4.2).  Each Federal
           Funds Rate Advance when made will become a Federal Funds
           Rate Loan, which shall bear interest at the Federal Funds
           Rate (which will fluctuate as described in Section 4.5)
           plus the Federal Funds Increment (determined from time to
           time as provided in Section 4.2).  Each Eurodollar
           Advance when made will become a Eurodollar Loan, which
           shall bear interest at the Adjusted Eurodollar Rate.  The
           "Adjusted Eurodollar Rate" for any Eurodollar Loan is the
           Adjusted Eurodollar Base Rate (which shall be determined
           before the beginning of the applicable Interest Period as
           provided herein and shall apply throughout such Interest
           Period) plus the applicable Eurodollar Increment (as
           defined below) determined from time to time as provided
           in Section 4.2.  Borrower may also, as provided herein,
           convert some or all of a Prime Rate Loan into a Federal
           Funds Rate Loan or a Eurodollar Loan, some or all of a
           Federal Funds Rate Loan into a Prime Rate Loan or a
           Eurodollar Loan, and some or all of a Eurodollar Loan
           into a Prime Rate Loan or a Federal Funds Rate Loan.
           Borrower shall select an Interest Period for each
           Eurodollar Loan.  Each Interest Period shall be either
           one, two, three, six or twelve months; provided that (i)
           every such Interest Period shall commence on the date of
           the Advance; (ii) if any Interest Period would otherwise
           expire on a day of a calendar month which is not a
           Business Day, then such Interest Period shall expire on
           the next succeeding Business Day in that calendar month;
           provided, however, that if the next succeeding Business
           Day would be in the following calendar month, it shall
           expire on the first preceding Business Day; (iii) any
           Interest Period that begins on the last Business Day of
           a calendar month (or on a day for which there is no


                                    3
<PAGE> 11

           numerically corresponding day in the calendar month at
           the end of such Interest Period) shall end on the last
           Business Day of a calendar month; and (iv) no Interest
           Period shall extend beyond the Maturity Date.  A
           Eurodollar Loan shall bear interest at the Adjusted
           Eurodollar Rate throughout the applicable Interest Period
           designated by Borrower.

     4.2.  INCREMENTS.  The applicable Prime Increment, Federal
           Funds Increment, and Eurodollar Increment shall be
           determined on the Effective Date in accordance with the
           table below based on the ratio of (i) the Total Funded
           Indebtedness of each Borrower (other than Howe Furniture
           Corporation, Johnson Industries, Inc., and Howe Europe
           A/S) as of January 31, 1998 combined with the Total
           Funded Indebtedness of Howe Furniture Corporation,
           Johnson Industries, Inc., and Howe Europe A/S as of
           December 31, 1997 to (ii) the EBITDA of each Borrower
           (other than Howe Furniture Corporation, Johnson
           Industries, Inc., and Howe Europe A/S) for the twelve
           month period ended January 31, 1998 combined with the
           EBITDA of Howe Furniture Corporation, Johnson Industries,
           Inc., and Howe Europe A/S for the twelve month period
           ended December 31, 1997.  Thereafter, the applicable
           Prime Increment, Federal Funds Increment, and Eurodollar
           Increment shall be determined quarterly, beginning with
           Borrower's fiscal quarter ended April 30, 1998, in
           accordance with the table below, based on the ratio of
           Borrower's Total Funded Indebtedness (including, without
           duplication, the Total Funded Indebtedness of Howe
           Furniture Corporation, Johnson Industries, Inc. and Howe
           Europe A/S) to Borrower's EBITDA (including, without
           duplication, the EBITDA of Howe Furniture Corporation,
           Johnson Industries, Inc. and Howe Europe A/S), as
           reflected in the consolidated Financial Statements of
           Borrower and the consolidated Financial Statements of
           Howe Furniture Corporation, without duplication, for the
           fiscal quarter most recently ended, for the twelve month
           period then ended:

<TABLE>
----------------------------------------------------------------------------------------------
<CAPTION>
Ratio of Total Funded                       Prime        Federal Funds     Eurodollar
Indebtedness to EBITDA                  Increment (%)    Increment (%)   Increment (%)
----------------------------------------------------------------------------------------------
<S>                                        <C>              <C>             <C>
Greater than or equal to
1.50 to 1.00                               -1.75%           +1.00%          +1.00%
----------------------------------------------------------------------------------------------
Greater than or equal to
1.00 to 1.00 and less
than 1.50 to 1.00                         -.2.00%           +0.75%          +0.75%
----------------------------------------------------------------------------------------------
Less than 1.00 to 1.00                     -2.25%           +0.50%          +0.50%
</TABLE>

     Any change in the Prime Increment, Federal Funds Increment,
     and Eurodollar Increment shall become applicable on the first
     day of each fiscal quarter, based on Borrower's Financial
     Statements as of the last day of the immediately preceding
     fiscal quarter (and on the date the Financial Statements for
     such immediately preceding fiscal quarter are delivered as
     required in Section 11.13, any change in the Prime Increment,
     Federal Funds Increment, or Eurodollar Increment shall be
     applied retroactively to the first day of the current fiscal
     quarter).  The foregoing notwithstanding, any change in the
     Eurodollar Increment shall not become applicable to any
     Eurodollar Loan until and unless it is renewed as a Eurodollar
     Loan.

     4.3.  CONVERSION OF LOANS.  Borrower may (i) at any time
     convert some or all of a Prime Rate Loan or a Federal Funds
     Rate Loan to a Eurodollar Loan, or (ii) at the end of any
     Interest Period


                                    4
<PAGE> 12

     of a Eurodollar Loan, continue the Loan as a Eurodollar Loan
     for an additional Interest Period or convert some or all of
     such Eurodollar Loan to a Prime Rate Loan or a Federal Funds
     Rate Loan.  To cause any conversion or continuation, Borrower
     shall give Lender, prior to 12:00 p.m. St. Louis time prior to
     the date the conversion or continuation is to be effective
     (or, if at any time Lender "matches funds" with respect to
     Eurodollar Loans, then Lender may notify Borrower that a
     request for a conversion or continuation must be given prior
     to 12:00 p.m., St. Louis time, at least 3 Business Days prior
     to such date), a written request (which may be mailed,
     personally delivered or telecopied as provided in
     Section 19.1) or an oral request (which must be confirmed by
     facsimile on such date) (a) specifying whether a conversion or
     continuation is requested, (b) in the case of a conversion,
     specifying the amount to be converted and whether it is to be
     a Eurodollar Loan, a Prime Rate Loan, or a Federal Funds Rate
     Loan upon the conversion, and (c) in the case of any
     conversion to or continuation of a Eurodollar Loan, specifying
     the Interest Period therefor.  If such notice is not given by
     12:00 p.m. St. Louis time on the second Business Day preceding
     the last day of the Interest Period of a Eurodollar Loan, then
     Borrower shall be deemed to have timely given a notice to
     Lender requesting to convert all of such Eurodollar Loan to a
     Prime Rate Loan.  In the case of a Eurodollar Loan, any
     conversion or continuation shall become effective only on the
     day following the last day of the current Interest Period.

     4.4.  TIME OF ACCRUAL.  Interest shall accrue on all principal
     amounts outstanding from the date when first outstanding to
     the date when no longer outstanding.  Amounts shall be deemed
     outstanding until payments are applied thereto as provided
     herein.

     4.5.  COMPUTATION.  Interest shall be computed for the actual
     days elapsed over a year deemed to consist of 360 days.
     Interest rates that are based on the Prime Rate or the Federal
     Funds Rate shall change simultaneously with any change in the
     Prime Rate or the Federal Funds Rate, as applicable, and shall
     be effective for the entire day on which such change becomes
     effective.  The Prime Rate and the Federal Funds Rate will be
     determined by Lender before the initial Advance on the
     Effective Date and on each Business Day thereafter when the
     Prime Rate or the Federal Funds Rate changes.

     4.6.  RATE AFTER MATURITY.  Borrower shall pay interest on the
     Loans after their Maturity, and (at the option of Lender on
     the Loans and on the other Loan Obligations) upon the
     occurrence and during the continuance of an Event of Default,
     at a rate per annum of 2.0% plus the Prime Rate.

5.   PAYMENTS.

     5.1.  SCHEDULED PAYMENTS ON REVOLVING LOAN.

           5.1.1.     INTEREST.  Borrower shall pay interest accrued
           on each Prime Rate Loan and each Federal Funds Rate Loan
           included in the Revolving Loan monthly in arrears
           beginning on the first day of the first full calendar
           month following the Effective Date and continuing on the
           first day of each calendar month thereafter, and on the
           Revolving Loan Maturity Date.  Borrower shall pay
           interest accrued on each Eurodollar Loan included in the
           Revolving Loan at the end of its Interest Period, except
           Eurodollar Loans with Interest Periods of more than three
           months, in which case Borrower shall pay interest on the
           last day of each fiscal quarter of Borrower.  Borrower
           shall pay interest accrued on each Revolving Loan after
           the Revolving Loan Maturity Date on demand.


                                    5
<PAGE> 13

           5.1.2.     PRINCIPAL.  Borrower shall repay the entire
           amount of the Revolving Loan on the Revolving Loan
           Maturity Date.

     5.2.  PREPAYMENTS.

           5.2.1.     MANDATORY PREPAYMENTS WHEN OVER-ADVANCES
           EXIST.  If at any time the Revolving Loan exceeds the
           Revolving Loan Commitment, whether as a result of
           optional Revolving Loan Advances by Lender as
           contemplated by Section 3.1.2 or otherwise, Borrower
           shall on demand make a payment in the amount of such
           excess to Lender.  Each such prepayment will be applied
           by Lender first to reduce the Federal Funds Rate Loans
           that are included in the Revolving Loan until they are
           reduced to zero, and then to reduce the Prime Rate Loans
           that are included in the Revolving Loan until they are
           reduced to zero, and then to reduce the Eurodollar Loans
           that are included in the Revolving Loan.

     5.3.  MANNER OF PAYMENTS AND TIMING OF APPLICATION OF PAYMENTS.

           5.3.1.     PAYMENT REQUIREMENT.  Borrower shall make each
           payment on the Loan Obligations to Lender for the account
           of Lender as required hereunder and under the other Loan
           Documents at the Lending Office on the date when due,
           without deduction, set-off or counterclaim.  All payments
           on the Loan Obligations shall be by wire transfer or
           direct debit to accounts maintained by Borrower at
           Lender.

     5.4.  APPLICATION OF PAYMENTS AND PROCEEDS.  All payments
     received by Lender in immediately available funds at or before
     12:00 p.m. (St. Louis time) on a Business Day will be applied
     to the relevant Loan Obligation on the same day.  Such
     payments received on a day that is not a Business Day or after
     12:00 p.m. on a Business Day will be applied to the relevant
     Loan Obligation on the next Business Day.  Except as expressly
     provided otherwise herein, Lender may apply, and reverse and
     reapply, payments to the Loan Obligations in such order and
     manner as Lender determines in its absolute discretion.  So
     long as there is any Existing Default, Borrower hereby
     irrevocably waives the right to direct the application of
     payments.  All payments and prepayments shall be deemed made
     on Federal Funds Rate Loans that are included in the Revolving
     Loan, and then to Prime Rate Loans that are included in the
     Revolving Loan, and then to the Eurodollar Loans included in
     the Revolving Loan.

           5.4.1.     INTEREST CALCULATION.  Section 5.4
           notwithstanding, for purposes of interest calculation
           only (i) a payment in cash, by wire transfer, or by ACH
           transfer, received at or before 12:00 p.m. (St. Louis
           time) on a Business Day shall be deemed to have been
           applied to the relevant Loan Obligation on the Business
           Day when it is received, and (ii) a payment in cash, by
           wire transfer or by ACH transfer, received on a day that
           is not a Business Day or after 12:00 p.m. (St. Louis
           time) on a Business Day shall be deemed to have been
           applied to the relevant Loan Obligation on the next
           Business Day.

     5.5.  VOLUNTARY PREPAYMENTS.  Borrower shall not be entitled to
     prepay any Eurodollar Loan.  Borrower may wholly prepay any
     Prime Rate Loan or Federal Funds Rate Loan that is included in
     the Revolving Loan at any time and may make a partial
     prepayment thereon from time to time, without penalty or
     premium.


                                    6
<PAGE> 14

     5.6.  RETURNED INSTRUMENTS.  If a payment is made by check,
     draft or other instrument and the check, draft or other
     instrument is returned unpaid, any application of the payment
     to the Loan Obligations will be reversed and will be treated
     as never having been made.

     5.7.  COMPELLED RETURN OF PAYMENTS OR PROCEEDS.  If Lender is
     for any reason compelled to surrender any payment because such
     payment or the application of such proceeds is for any reason
     invalidated, declared fraudulent, set aside, or determined to
     be void or voidable as a preference, an impermissible setoff,
     or a diversion of trust funds, then this Agreement and the
     Loan Obligations to which such payment or proceeds was applied
     or intended to be applied shall be revived as if such
     application was never made; and Borrower shall be liable to
     pay to Lender, and shall indemnify Lender for and hold Lender
     harmless from any loss with respect to, the amount of such
     payment or proceeds surrendered.  This Section shall be
     effective notwithstanding any contrary action that Lender may
     take in reliance upon its receipt of any such payment or
     proceeds.  Any such contrary action so taken by Lender shall
     be without prejudice to Lender's rights under this Agreement
     and shall be deemed to have been conditioned upon the
     application of such payment or proceeds having become final
     and indefeasible.  The provisions of this Section shall
     survive termination of the Commitment, and the payment and
     satisfaction of all of the Loan Obligations.

     5.8.  DUE DATES NOT ON BUSINESS DAYS.  If any payment required
     hereunder becomes due on a date that is not a Business Day,
     then such due date shall be deemed automatically extended to
     the next Business Day.

6.   PROCEDURE FOR OBTAINING ADVANCES.

     6.1.  INITIAL ADVANCES.  Lender will fund and make the initial
     Revolving Loan Advance on the Effective Date as directed by
     Borrower in a written direction delivered to Lender, which
     shall specifically authorize Lender to apply the initial
     Revolving Loan Advance to the existing Indebtedness of
     Borrower to Lender.  The manner of disbursement shall be
     subject to Lender's approval.

     6.2.  SUBSEQUENT REVOLVING LOAN ADVANCES.

           6.2.1.     BORROWER REQUESTS.  Borrower may request a
           subsequent Revolving Loan Advance at any time, but not
           more often than once each Business Day, by submitting a
           request therefor to Lender as provided in Section 6.7.
           Every request for a Revolving Loan Advance shall be
           irrevocable.  A request for an Advance received by Lender
           on a day that is not a Business Day or that is received
           by Lender after 12:00 p.m. (St. Louis time) on a Business
           Day shall be treated as having been received by Lender at
           12:00 p.m. (St. Louis time) on the next Business Day.
           All Advances shall be funded to Borrower's account at
           Lender.

           6.2.2.     LENDER'S RIGHT TO MAKE OTHER REVOLVING LOAN
           ADVANCES.

                      6.2.2.1.   PAYMENT OF LOAN OBLIGATIONS.  Lender
                      shall have the right to make Revolving Loan
                      Advances at any time and from time to time to cause
                      timely payment of any of the Loan Obligations or
                      any other amounts required to be paid by Borrower
                      hereunder or under any of the other Loan Documents.
                      Lender may select the Advance Date for any such
                      Revolving Loan Advance, but such Advance Date may
                      only be a Business Day.  Lender will give notice to
                      Borrower after any


                                    7
<PAGE> 15

                      such Revolving Loan Advance is made.  Any such
                      Revolving Loan Advance will be a Prime Rate
                      Advance.

                      6.2.2.2.   PAYMENTS TO OTHER CREDITORS.  If Lender
                      becomes obligated to reimburse or pay to any
                      creditor of Borrower any amount in order to satisfy
                      an Obligation of Borrower to such creditor to the
                      extent not indefeasibly satisfied by the initial
                      Advances, then Lender shall have the right to make
                      Revolving Loan Advances for that purpose.  Lender
                      may select the Advance Date for any such Advance,
                      but such Advance Date may only be a Business Day.
                      Lender will give notice to Borrower after any such
                      Revolving Loan Advance is made.  Any such Revolving
                      Loan Advance will be a Prime Rate Advance.

     6.3.  DISBURSEMENT.  Provided that all conditions precedent
     herein to a requested Advance have been satisfied, Lender will
     make the amount of such requested Advance available to
     Borrower on the applicable Advance Date in immediately
     available funds in Dollars at the Lending Office.

     6.4.  RESTRICTIONS ON ADVANCES.  No Advance will be made unless
     it is a whole multiple of $50,000 and not less than $50,000.
     No more than one Revolving Loan Advance will be made on any
     one day pursuant to a request for a Revolving Loan Advance.
     Advances will only be made for the purposes permitted in
     Section 11.1.

     6.5.  RESTRICTION ON NUMBER OF EURODOLLAR LOANS.  No more than
     six Eurodollar Loans with different Interest Periods may be
     outstanding at any one time.

     6.6.  EACH ADVANCE REQUEST CERTIFICATION.  Each submittal of a
     request for an Advance by a Borrowing Officer shall constitute
     a certification by Borrower that (i) there is no Existing
     Default, (ii) all representations and warranties of Borrower
     in this Agreement and the other Loan Documents are then true,
     with such exceptions as have been disclosed to Lender in
     writing by Borrower as addenda to the Disclosure Schedule
     which are satisfactory to Lender, and will be true on the
     Advance Date or issuance date, as applicable, as if then made
     with such exceptions and except that with respect to the
     representations and warranties made regarding Financial
     Statements or financial data, such representations and
     warranties shall be deemed made with respect to the most
     recent Financial Statements and other financial data delivered
     by Borrower, and (iii) all conditions precedent hereunder to
     the making of the requested Advance shall have been satisfied.

     6.7.  REQUIREMENTS FOR EVERY ADVANCE REQUEST.  Only a request
     (which shall be in writing and mailed, personally delivered or
     telecopied as provided in Section 19.1; or if oral, which
     shall be confirmed in writing via facsimile on the date of
     such request) in the form of Exhibit 7.7 from a Borrowing
     Officer to Lender that specifies the amount of the Advance to
     be made, the Advance Date for the requested Advance, the
     portion of the Advance which is requested to be a Eurodollar
     Advance, the portion of the Advance which is requested to be
     a Prime Rate Advance, the portion of the Advance which is
     requested to be a Federal Funds Rate Advance, and the Interest
     Period to be applicable to the Eurodollar Loan that will
     result from a requested Eurodollar Advance, shall be treated
     as a request for an Advance.  No Advance Date for any
     requested Advance may be other than a Business Day.  A request
     for a Eurodollar Advance must be given prior to 12:00 p.m.,
     St. Louis time, on the Advance Date for such Eurodollar
     Advance; provided, however, if at any time Lender "matches
     funds" with respect to Eurodollar Loans, then Lender may
     notify Borrower that a request for a Eurodollar Advance must
     be given prior to 12:00 p.m., St. Louis time, at least 3
     Business Days prior to the Advance Date.  A request for a
     Prime Rate Advance or a Federal


                                    8
<PAGE> 16

     Funds Rate Advance must be given prior to 2:00 p.m., St. Louis
     time, on the Advance Date for such Prime Rate Advance or
     Federal Funds Rate Advance.

     6.8.  EXONERATION OF LENDER.  Lender shall not incur any
     liability to Borrower for treating a request that meets the
     express requirements of Section 6.7 as a request for an
     Advance if Lender believes in good faith that the Person
     making the request is a Borrowing Officer.  Lender shall not
     incur any liability to Borrower for failing to treat any such
     request as a request for an Advance if Lender believes in good
     faith that the Person making the request is not a Borrowing
     Officer.

     6.9.  SUSPENSION OF OBLIGATION TO MAKE EURODOLLAR ADVANCES.  If
     (i) on any date for determining the Eurodollar Rate for any
     Interest Period, by reason of any changes arising after the
     Execution Date affecting the London Interbank Market, Lender's
     position in such market, adequate and fair means do not exist
     for ascertaining the applicable interest rate on the basis
     provided for in the definition herein of Eurodollar Rate, or
     (ii) the making of any Advance which is to be a Eurodollar
     Advance or the continuance by Lender of any Eurodollar Loan
     has become unlawful by compliance by Lender in good faith with
     any Law or any pronouncement of a Governmental Authority
     (whether or not having the force of law and whether or not
     failure to comply therewith would be unlawful), then Lender
     shall promptly give notice to Borrower of such determination.
     Until Lender notifies Borrower that the circumstances giving
     rise to the suspension described herein no longer exist,
     (a) the obligation of Lender to fund Eurodollar Advances shall
     be suspended, (b) each outstanding Eurodollar Loan shall be
     automatically converted into a Prime Rate Loan, on the earlier
     of the last day of the Interest Period for such Eurodollar
     Loan or the last date permitted by applicable Law, and (c) all
     Revolving Loan Advances shall be Prime Rate Advances or
     Federal Funds Rate Advances, at the option of Borrower.
     Notwithstanding anything to the contrary contained herein, if
     any part of a Eurodollar Loan is converted to a Prime Rate
     Loan pursuant to this Section 6.9, the per annum interest rate
     applicable thereto from and after the effective date of such
     conversion shall be the Prime Rate or the Federal Funds Rate,
     as applicable (but otherwise calculated as provided in
     Section 4).

7.   POWER OF ATTORNEY.  Each Borrower hereby authorizes Lender and
irrevocably appoints Lender (acting by any of its officers) as
Borrower's agent and attorney-in-fact (which appointment is coupled
with an interest and is therefore irrevocable) to do any of the
following until all of the Loan Obligations are fully and
irrevocably paid and satisfied in full in cash, and the Commitments
are terminated: (a) while there is an Existing Default (i) prepare,
file and sign any Borrower's name on any proof of claim in
bankruptcy or other similar documents against an Account Debtor;
(ii) notify the postal authorities of any change of the address for
delivery of any Borrower's mail to any address designated by
Lender, and open and process all mail addressed to such Borrower;
and (iii) do anything that Lender deems necessary in its reasonable
discretion to assure that the Loan Obligations are fully paid in
cash; and (b) at any time until all of the Loan Obligations are
fully and irrevocably paid and satisfied in full in cash, and the
Commitments are terminated, have access to any lockbox or postal
box into which any Covered Person's mail is deposited.

The foregoing power of attorney and authorization shall be deemed
automatically revoked upon the irrevocable payment in full in cash
of all of the Loan Obligations, and the termination of the
Commitments.

8.   CONDITIONS OF LENDING.

     8.1.  CONDITIONS TO INITIAL ADVANCE.  Lender will have no
     obligation to fund the initial Revolving Loan Advance or any
     subsequent Revolving Loan Advance unless:


                                    9
<PAGE> 17

           8.1.1.     LISTED DOCUMENTS AND OTHER ITEMS.  Lender shall
           have received on or before the Effective Date all of the
           documents and other items listed or described in
           Exhibit 8.1.1 hereto as being conditions to the initial
           Advances, with each being satisfactory to Lender and (as
           applicable) duly executed and (also as applicable)
           sealed, attested, acknowledged, certified, or
           authenticated.

           8.1.2.     FINANCIAL CONDITION.  Lender shall have
           determined to its satisfaction that the financial
           statements of Borrower for the periods January 31, 1998
           and the forecasts for Howe Furniture Corporation for the
           calendar years 1998 and 1999 as furnished to Lender, and
           other information furnished to Lender by Borrower (i) for
           the periods ended on or before the Effective Date, fairly
           and accurately reflect the business and financial
           condition of Borrower, its cash flows and the results of
           its operations for such periods, and (ii) for the periods
           that will end after the Effective Date, fairly and
           accurately forecast the business and financial condition
           of Borrower, its cash flows, and the results of its
           operations for such periods.

           8.1.3.     DEFAULT.  There shall be no Existing Default
           and no Default or Event of Default will occur as a result
           of such Advance being requested or made or the
           application of the proceeds thereof.

           8.1.4.     REPRESENTATIONS AND WARRANTIES.  The
           representations and warranties contained in the Loan
           Documents shall be true and correct.

           8.1.5.     MATERIAL ADVERSE CHANGE.  Since November 1,
           1997, with respect to Borrower, there shall not have been
           any change which has or is reasonably likely to have a
           Material Adverse Effect.

           8.1.6.     ENVIRONMENTAL.  Lender shall be reasonably
           satisfied with the results of its environmental due
           diligence.

           8.1.7.     PENDING MATERIAL PROCEEDINGS.  There shall be
           no pending Material Proceedings.

           8.1.8.     PAYMENT OF FEES.  Borrower shall have paid in
           cash and reimbursed to Lender all fees, costs and
           expenses that are payable or reimbursable to Lender
           hereunder on or before the Effective Date.

           8.1.9.     OTHER ITEMS.  Lender shall have received such
           other consents, approvals, opinions, certificates,
           documents or information as it reasonably deems
           necessary.

     8.2.  CONDITIONS TO SUBSEQUENT ADVANCES.  Lender will have no
     obligation to fund any Advance after the initial Revolving
     Loan Advance unless:

           8.2.1.     GENERAL CONDITIONS.  All of the conditions to
           the initial Advances in Section 8.1 shall have been and
           shall remain satisfied.


                                    10
<PAGE> 18

           8.2.2.     REPRESENTATIONS AND WARRANTIES.  The
           representations and warranties contained in the Loan
           Documents, with such exceptions as have been disclosed to
           Lender in writing by Borrower from time to time and are
           satisfactory to Lender, shall be true and correct as of
           the time of such Advance, with the same force and effect
           as if made at such time.

           8.2.3.     DEFAULT.  There shall be no Existing Default
           and no Default or Event of Default will occur as a result
           of such Advance being requested or made or the
           application of the proceeds thereof.

9.   REPRESENTATIONS AND WARRANTIES.  Except as otherwise described
in the Disclosure Schedule attached hereto as Exhibit 11 (which
references the specific Sections of this Section 9 hereof),
Borrower represents and warrants to Lender as follows:

     9.1.  ORGANIZATION AND EXISTENCE.  Each Borrower is duly
     organized and existing in good standing under the Laws of the
     state or nation of its organization, is duly qualified to do
     business and is in good standing in every state where the
     nature or extent of its business or properties require it to
     be qualified to do business, except where the failure to so
     qualify will not have a Material Adverse Effect.  Each
     Borrower has the power and authority to own its properties and
     carry on its business as now being conducted.

     9.2.  AUTHORIZATION.  Each Borrower is duly authorized to
     execute and perform every Loan Document to which such Borrower
     is a party, and Borrower is duly authorized to borrow
     hereunder, and this Agreement and the other Loan Documents
     have been duly authorized by all requisite corporate action of
     each Borrower.  No consent, approval or authorization of, or
     declaration or filing with, any Governmental Authority, and no
     consent of any other Person, is required in connection with
     Borrower's execution, delivery or performance of this
     Agreement and the other Loan Documents, except for those
     already duly obtained.

     9.3.  DUE EXECUTION.  Every Loan Document to which a Borrower
     is a party has been executed on behalf of such Borrower by a
     Person duly authorized to do so.

     9.4.  ENFORCEABILITY OF OBLIGATIONS.  Each of the Loan
     Documents to which a Borrower is a party constitutes the
     legal, valid and binding obligation of such Borrower,
     enforceable against such Borrower in accordance with its
     terms, except to the extent that the enforceability thereof
     against such Borrower may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar Laws
     affecting creditors' rights generally or by equitable
     principles of general application.

     9.5.  BURDENSOME OBLIGATIONS.  No Borrower is a party to or
     bound by any Contract or is subject to any provision in the
     Charter Documents of such Borrower which would, if performed
     by such Borrower, result in a Default or Event of Default
     either immediately or upon the elapsing of time.

     9.6.  LEGAL RESTRAINTS.  The execution and performance of any
     Loan Document by a Borrower will not violate or constitute a
     default under the Charter Documents of such Borrower, any
     Material Agreement of such Borrower, or any Material Law, and
     will not, except as expressly contemplated or permitted in
     this Agreement, result in any Security Interest being imposed
     on any of such Borrower's property.


                                    11
<PAGE> 19

     9.7.  LABOR DISPUTES.  There is no pending or, to Borrower's
     knowledge, threatened, strike, work stoppage, unfair labor
     practice claim or other labor dispute against or affecting any
     Borrower or its employees, which could reasonably be likely to
     have a Material Adverse Effect.

     9.8.  NO MATERIAL PROCEEDINGS.  There are no Material
     Proceedings pending or, to the best knowledge of Borrower,
     threatened.

     9.9.  MATERIAL LICENSES.  All Material Licenses have been
     obtained for each Borrower.

     9.10. COMPLIANCE WITH MATERIAL LAWS.  Each Borrower is in
     compliance with all Material Laws.  Without limiting the
     generality of the foregoing:

           9.10.1.    PROCEEDINGS.  None of the operations of any
           Borrower are, or have been since November 1, 1997 the
           subject of any judicial or administrative complaint,
           order or proceeding alleging the violation of any
           applicable Environmental Laws or Employment Laws.  None
           of the operations of any Borrower are, or have been since
           November 1, 1997, the subject of investigation by any
           Governmental Authority regarding the improper
           transportation, storage, disposal, generation or release
           into the environment of any Hazardous Material, the
           results of which have or are reasonably likely to have a
           Material Adverse Effect on such Borrower, or reduce
           materially the value of Borrower's property.

           9.10.2.    HAZARDOUS MATERIALS ON REAL PROPERTY.  No
           Borrower, nor to Borrower's knowledge, any other Person,
           has at any time transported, stored, disposed of,
           generated or released any Hazardous Material on the
           surface, below the surface, or within the boundaries of
           the real property owned or operated by such Borrower or
           any improvements thereon.  Borrower has no knowledge of
           any Hazardous Material on the surface, below the surface,
           or within the boundaries of the real property owned or
           operated by such Borrower or any improvements thereon.
           No property of such Borrower is subject to a Security
           Interest in favor of any Governmental Authority for any
           liability under any Environmental Law or damages arising
           from or costs incurred by such Governmental Authority in
           response to a spill or release of Hazardous Material into
           the environment.

     9.11. OTHER NAMES.  No Borrower has used any name other
     than the full name which identifies such Borrower in this
     Agreement.  The only trade name or trade style under which a
     Borrower sells Inventory or creates Accounts or to which
     instruments in payment of Accounts are made payable, is the
     name which identifies such Borrower in this Agreement.

     9.12. FINANCIAL STATEMENTS.  The Financial Statements are
     and shall remain complete and correct in all material
     respects, have been prepared in accordance with GAAP, and
     fairly reflect the financial condition, results of operations
     and cash flows of the Persons covered thereby as of the dates
     and for the periods stated therein, subject, in the case of
     monthly and quarterly Financial Statements, to normal year-end
     adjustments made in accordance with GAAP.

     9.13. NO CHANGE IN CONDITION.  Since November 1, 1997,
     there has been no change which has or is reasonably likely to
     have a Material Adverse Effect on any Borrower.

     9.14. NO DEFAULTS.  No Borrower has breached or violated
     or has defaulted under any Material Agreement, or has
     defaulted with respect to any Material Obligation of such
     Borrower.  No Default has occurred which is continuing and no
     Event of Default has occurred.


                                    12
<PAGE> 20

     9.15. SOLVENCY.  Borrower is solvent prior to and after
     giving effect to the making of the initial Revolving Loan
     Advance on the Effective Date.

     9.16. INDEBTEDNESS.  No Borrower has any Indebtedness
     except existing Permitted Indebtedness (as specified in
     Section 12.1 hereof).

     9.17. TAX LIABILITIES; GOVERNMENTAL CHARGES.  Each Borrower
     has filed or caused to be filed all tax reports and
     returns required to be filed by it with any Governmental
     Authority, except where extensions have been properly
     obtained.  Each Borrower has paid or made adequate provision
     for payment of all Taxes of such Borrower, except Taxes which
     are being diligently contested in good faith by appropriate
     proceedings and as to which such Borrower has established
     adequate reserves in conformity with GAAP.  No Security
     Interest for any such Taxes has been filed and no claims are
     being asserted with respect to any such Taxes which, if
     adversely determined, has or is reasonably likely to have a
     Material Adverse Effect on such Borrower.  The federal incom
     e tax returns of every Borrower organized under the laws of
     the United States have been audited by the Internal Revenue
     Service and passed upon without exception for all fiscal years
     of Borrower ended on or prior to 1997, or the period during
     which any assessments may be made by the IRS with respect to
     such returns has expired without waiver or extension.  There
     are no material unresolved issues or other matters concerning
     any liability of a Borrower for any Taxes which, if adversely
     determined, has or is reasonably likely to have a Material
     Adverse Effect on such Borrower.

     9.18. PENSION BENEFIT PLANS.  All Pension Benefit Plans
     maintained by each Borrower or an ERISA Affiliate of any
     Borrower qualify under Section 401 of the Code and are in
     compliance with the provisions of ERISA, except where the
     failure to comply could not reasonably be likely to have a
     Material Adverse Effect.

     9.19. WELFARE BENEFIT PLANS.  No Borrower or ERISA
     Affiliate of any Borrower maintains a Welfare Benefit Plan
     that has a liability which, if enforced or collected, has or
     is reasonably likely to have a Material Adverse Effect.  Each
     Borrower and each ERISA Affiliate of any Borrower has complied
     in all material respects with the applicable requirements of
     Section 4980B of the Code pertaining to continuation coverage
     as mandated by COBRA.

     9.20. RETIREE BENEFITS.  No Borrower or ERISA Affiliate of
     any Borrower has an obligation to provide any Person with any
     medical, life insurance, or similar benefit following such
     Person's retirement or termination of employment (or to such
     Person's beneficiary subsequent to such Person's death) other
     than (i) such benefits provided to Persons at such Person's
     sole expense and (ii) obligations under COBRA.

     9.21. STATE OF PROPERTY.     Each Borrower has good and
     marketable or merchantable title to all of such Borrower's
     real and personal property purported to be owned by it or
     reflected in the Initial Financial Statements, except for
     personal property sold in the ordinary course of business
     after the date of the Initial Financial Statements.  There are
     no Security Interests on any of the property purported to be
     owned by any Borrower, except existing Permitted Security
     Interests.

     9.22. MARGIN STOCK.  Borrower is not engaged and will not
     engage, principally or as one of its important activities, in
     the business of extending credit for the purpose of purchasing
     or carrying margin stock (within the meaning of Regulation U),
     and no part of the proceeds of any Advance will be used to
     purchase or carry any such margin stock or to extend credit to
     others for the


                                    13
<PAGE> 21

     purpose of purchasing or carrying any such margin stock or for
     any purpose which violates, or which would be inconsistent
     with, the provisions of Regulation U or Regulation G.

     9.23. SECURITIES MATTERS.  No proceeds of any Advance will
     be used to acquire any security in any transaction which is
     subject to Sections 13 and 14 of the Securities Exchange Act
     of 1934.

     9.24. INVESTMENT COMPANY ACT, ETC.  Borrower is not an
     investment company registered or required to be registered
     under the Investment Company Act of 1940, or a company
     controlled (within the meaning of such Investment Company Act)
     by such an investment company or an  affiliated person of, or
     promoter or principal underwriter for, an investment company,
     as such terms are defined in the Investment Company Act of
     1940.  Borrower is not subject to regulation under the Public
     Utility Holding Company Act of 1935, the Federal Power Act,
     the Interstate Commerce Act or any other Law limiting or
     regulating its ability to incur Indebtedness for money
     borrowed.

     9.25. NO MATERIAL MISSTATEMENTS OR OMISSIONS.  Neither the
     Loan Documents, any of the Financial Statements nor any
     statement, list, certificate or other information furnished or
     to be furnished by Borrower to Lender in connection with the
     Loan Documents or any of the transactions contemplated there
     by contains any untrue statement of a material fact, or omits
     to state a material fact necessary to make the statements
     therein not misleading.  Borrower has disclosed to Lender
     everything known to a Responsible Officer regarding the
     business, operations, property, financial condition, or
     business prospects or itself and every Borrower that has or is
     reasonably likely to have a Material Adverse Effect on any
     Borrower.

     9.26. INVESTMENTS.  No Borrower has any Investments in
     other Persons except existing Permitted Investments.

     9.27. INDIRECT OBLIGATIONS.  No Borrower has any Indirect
     Obligations except existing Permitted Indirect Obligations.

     9.28. CAPITAL LEASES.  No Borrower has an interest as a
     lessee under any Capital Leases other than Capital Leases that
     are Permitted Indebtedness.)

     9.29. SUBSIDIARIES.  All of the Borrowers (other than
     Falcon Products, Inc.) are wholly-owned direct Subsidiaries of
     Falcon Products, Inc., except for Johnson Industries, Inc. and
     Howe Europe A/S, which are direct, wholly-owned Subsidiaries
     of Howe Furniture Corporation.  No Borrower has any
     Subsidiaries which are not Borrowers.

     9.30. FALCON INTERNATIONAL E.U.R.L. AND FALCON PRODUCTS OF
     CALIFORNIA, INC.  Falcon International, E.U.R.L. has been duly
     liquidated and has no assets or liabilities, and Falcon
     Products of California, Inc. has no assets or liabilities.

10.  SURVIVAL.  All representations and warranties, covenants and
agreements, contained herein, in any other Loan Document, or in any
certificate delivered by any Borrower pursuant hereto or thereto,
as the same may be updated, modified or amended from time to time
upon a Borrower's written request to Lender of such update,
modification or amendment and upon Lender's written approval of the
same shall survive execution of each of the Loan Documents and the
making of every Advance, and may be relied upon by Lender as being
true and correct as of the date when made or deemed made or
reaffirmed until all of the Loan Obligations are fully and
indefeasibly paid in full in cash.


                                    14
<PAGE> 22

11.  AFFIRMATIVE COVENANTS.  Borrower covenants and agrees that,
while any of the Commitments remains in effect and until all of the
Loan Obligations are fully and indefeasibly paid in full in cash,
Borrower shall do, and cause each Borrower to do, each of the
following:

     11.1.      USE OF PROCEEDS.  Subject to the terms and
     conditions hereof, the proceeds of the Revolving Loan Advances
     shall be used to fund Permitted Acquisitions and Capital
     Expenditures, as well as for general corporate and working
     capital purposes.

     11.2.      CORPORATE EXISTENCE.  Each Borrower shall maintain
     its existence in good standing and shall maintain in good
     standing its right to transact business in those states or
     countries in which it is now or hereafter doing business,
     except where the failure to so qualify will not have and will
     not be reasonably likely to have a Material Adverse Effect.
     Each Borrower shall obtain and maintain all Material Licenses
     for such Borrower.

     11.3.      MAINTENANCE OF PROPERTY AND LEASES.  Each Borrower
     shall maintain in good condition and working order, and repair
     (ordinary wear and tear excepted) and replace as required, all
     buildings, equipment, machinery, fixtures and other real and
     personal property whose useful economic life has not elapsed
     and which is reasonably necessary for the ordinary conduct of
     the business of such Borrower.  Each Borrower shall maintain
     in good standing and free of defaults all of its leases of
     buildings, equipment, machinery, fixtures and other real and
     personal property whose useful economic life has not elapsed
     and which is necessary for the ordinary conduct of the
     business of such Borrower.

     11.4.      INVENTORY.  Each Borrower shall keep its Inventory
     in good and merchantable condition at its own expense and
     shall hold such Inventory for sale or lease, or to be
     furnished in connection with the rendition of services, in the
     ordinary course of such Borrower's business, on terms which do
     not include sale and return, sale on approval, consignment or
     similar repurchase or return terms.  All such Inventory shall
     be produced in accordance with the Federal Fair Labor
     Standards Act of 1938 and all rules, regulations, and orders
     thereunder.

     11.5.      INSURANCE.  Each Borrower shall at all times keep
     insured or cause to be kept insured, in insurance companies
     having a rating of at least "A" by Best's Rating Service, all
     property owned by it of a character usually insured by others
     carrying on businesses similar to that of such Borrower in
     such manner and to such extent and covering such risks as such
     properties are usually insured.  Each Borrower shall carry
     business interruption insurance at such levels as are
     acceptable to Lender.  Each Borrower shall at all times carry
     insurance, in insurance companies having a rating of at least
     "A" by Best's Rating Service, against liability on account of
     damage to persons or property (including product liability
     insurance and insurance required under all Laws pertaining to
     workers' compensation) and covering all other liabilities
     common to such Borrower's business, in such manner and to such
     extent as such coverage is usually carried by others
     conducting businesses similar to that of such Borrower. All
     policies of insurance maintained hereunder shall contain a
     clause providing that such policies may not be canceled,
     reduced in coverage or otherwise modified without 30 days
     prior written notice to Lender.  Borrower shall upon request
     of Lender at any time furnish to Lender updated evidence of
     insurance (in the form required as a condition to Lender's
     lending hereunder) for such insurance.

     11.6.      PAYMENT OF TAXES AND OTHER OBLIGATIONS.  Each
     Borrower shall promptly pay and discharge or cause to be paid
     and discharged, as and when due, any and all income taxes,
     federal or


                                    15
<PAGE> 23

     otherwise, lawfully assessed and imposed upon it, and any and
     all lawful taxes, rates, levies, and assessments whatsoever
     upon its properties and every part thereof, or upon the income
     or profits therefrom and all claims of materialmen, mechanics,
     carriers, warehousemen, landlords and other like Persons for
     labor, materials, supplies, storage or other items or services
     which if unpaid might be or become a Security Interest or
     charge upon any of its property; provided, however, that a
     Borrower may diligently contest in good faith by appropriate
     proceedings the validity of any such taxes, rates, levies, or
     assessments, provided such Borrower has established adequate
     reserves therefor in conformity with GAAP on the books of such
     Borrower, and no Security Interest, other than a Permitted
     Security Interest, results from such non-payment.

     11.7.      COMPLIANCE WITH LAWS.  Each Borrower shall comply
     with all Material Laws.

     11.8.      DISCOVERY AND CLEAN-UP OF HAZARDOUS MATERIAL.  Upon
     any Responsible Officer of Borrower receiving notice or
     becoming aware of any violation of Environmental Laws or any
     similar notice described in Section 11.10.2, or upon any
     Borrower otherwise discovering Hazardous Material on any
     property owned or leased by such Borrower which is in
     violation of, or which would result in liability under, any
     Environmental Law, Borrower shall: (i) promptly take such acts
     as may be necessary to prevent danger or harm to the property
     or any person therein as a result of such Hazardous Material;
     and (ii) take all necessary steps to initiate and
     expeditiously complete all removal, remedial, response,
     corrective and other action to eliminate any such
     environmental problems, and keep Lender informed of such
     actions and the results thereof.

     11.9.      TERMINATION OF PENSION BENEFIT PLAN.  No Borrower or
     ERISA Affiliate of any Borrower shall terminate or amend any
     Pension Benefit Plan maintained by such Borrower or such ERISA
     Affiliate if such termination or amendment would result in any
     liability to such Borrower or such ERISA Affiliate under
     ERISA, which could reasonably be likely to have a Material
     Adverse Effect, or any increase in current liability for the
     plan year for which such Borrower or such ERISA Affiliate is
     required to provide security to such Pension Benefit Plan
     under the Code, which could reasonably be likely to have a
     Material Adverse Effect.

     11.10.     NOTICE TO LENDER OF MATERIAL EVENTS.  Borrower
     shall, promptly upon any Responsible Officer of Borrower
     obtaining knowledge or notice thereof, give notice to Lender
     of (i) any breach of any of the covenants in Section 11, 12,
     or 13; (ii) any Default or Event of Default; (iii) the
     commencement of any Material Proceeding; and (iv) any loss of
     or damage to any assets of a Borrower or the commencement of
     any proceeding for the condemnation or other taking of any of
     the assets of a Borrower, or if such loss, damage or
     proceeding has or is reasonably likely to have a Material
     Adverse Effect on such Borrower.  In addition,

                11.10.1.   Borrower shall furnish to Lender from time to
                time all information which Lender requests with respect
                to the status of any Material Proceeding.

                11.10.2.   Borrower shall promptly inform Lender of its
                receipt of, and deliver to Lender a copy of, any
                (i) notice that any violation of any Material Law may
                have been committed or is about to be committed by any
                Borrower, or (ii) notice that any administrative or
                judicial complaint or order has been filed or is about to
                be filed against any Borrower alleging violations of any
                Material Law.

                11.10.3.   Borrower shall promptly deliver to Lender
                notice of any default or event of default, or the
                occurrence of any event which would with the passage of
                time, giving of


                                    16
<PAGE> 24

                notice or otherwise, constitute a default or event of
                default with respect to any of the Permitted
                Indebtedness.

                11.10.4.   Borrower shall promptly deliver notice to
                Lender of the assertion by the holder of any Indebtedness
                of a Borrower in the outstanding principal amount in
                excess of $500,000 that a default exists with respect
                thereto or that such Borrower is not in compliance with
                the terms thereof, or of the threat or commencement by
                such holder of any enforcement action because of such
                asserted default or noncompliance.

                11.10.5.   Borrower shall, promptly after any Responsible
                Officer of Borrower becoming aware thereof, deliver
                notice to Lender of any pending or threatened strike,
                work stoppage, unfair labor practice claim or other
                material labor dispute affecting a Borrower, which could
                reasonably be likely to have a Material Adverse Effect.

                11.10.6.   Borrower shall promptly deliver notice to
                Lender of any change in the name, state of incorporation,
                or form of organization of any Borrower, or the trade
                names or styles under which a Borrower will sell
                Inventory or create Accounts, or to which instruments in
                payment of Accounts may be made payable, at least 30 days
                prior to such change.

                11.10.7.   Borrower shall, promptly after any Responsible
                Officer of Borrower becoming aware thereof, deliver
                notice to Lender of any event that has or is reasonably
                likely to have a Material Adverse Effect with respect to
                any Borrower, and Borrower shall provide such additional
                information to Lender regarding any such event as Lender
                may reasonably request from time to time.

     11.11.     BORROWING OFFICER.  Borrower shall keep on file with
     Lender at all times an appropriate instrument naming each
     Borrowing Officer.

     11.12.     ACCOUNTING SYSTEM; TRACING OF PROCEEDS.  Each
     Borrower shall maintain a system of accounting established and
     administered in accordance with GAAP.  Each Borrower shall
     maintain detailed and accurate records of proceeds of the
     Loans and transfers of proceeds of the Loans (i) received by
     it from the Lender, (ii) transferred from it to any other
     Borrower, and (iii) received by it from another Borrower.
     Each Borrower acknowledges that its ability to obtain the
     Loans hereunder is made possible by the fact that the
     Borrowers are co-borrowers under this Agreement and the other
     Loan Documents, and are operated as one enterprise.  Each
     Borrower agrees that (a) the business operations of each
     Borrower complement one another, and such entities have a
     common business purpose, and (b) the proceeds of Advances
     hereunder will benefit each Borrower, severally and jointly,
     regardless of which Borrower requests or receives part or all
     of any Advance.

     11.13.     FINANCIAL STATEMENTS.  Borrower shall deliver to
     Lender:

                11.13.1.   ANNUAL FINANCIAL STATEMENTS.  Within 120 days
                after the close of each fiscal year of Borrower, year-end
                consolidated financial statements prepared in accordance
                with GAAP of Borrower, containing a balance sheet, income
                statement, statement of cash flows and an audit report
                without qualification by Arthur Andersen LLP, or another
                "big six" independent certified public accounting firm
                selected by Borrower and satisfactory to Lender, and
                accompanied by (a) a certificate of the independent
                certified public accounting firm that examined such
                financial statements to the effect that they have
                reviewed and are


                                    17
<PAGE> 25

                familiar with this Agreement and that, in examining such
                financial statements, they did not become aware of any
                fact or condition which then constituted a Default or
                Event of Default, except for those, if any, described in
                reasonable detail in such certificate, and (b) the
                management letter and report on internal controls
                delivered by such independent certified public accounting
                firm in connection with their audit.

                11.13.2.   QUARTERLY FINANCIAL STATEMENTS.  Within 45 days
                after the end of each fiscal quarter of Borrower,
                unaudited consolidated financial statements of Borrower
                prepared in accordance with GAAP for each of the months
                not covered by the latest year-end financial statements,
                in each case containing a balance sheet, income
                statement, and statement of cash flows and accompanied by
                (a) a Compliance Certificate of the Chief Financial
                Officer of Borrower, and (b) statement comparing the
                current statements delivered pursuant to this Section
                with the statements for the equivalent months and
                equivalent elapsed periods during the prior fiscal year
                of Borrower.

                Each Compliance Certificate shall be provided within 45
                days after the end of each fiscal quarter shall be in the
                form of Exhibit 11.13.2, shall contain detailed
                calculations of the financial measurements referred to in
                Section 13 for the relevant periods, and shall contain
                statements by the signing officer to the effect that,
                except as explained in reasonable detail in such
                Compliance Certificate, (i) the attached Financial
                Statements fairly state in all material respects the
                financial position and results of operations of Borrower
                on a consolidated basis (subject, in the case of
                Financial Statements other than annual, to normal year-
                end audit adjustments) and have been prepared in
                accordance with GAAP applied consistently throughout the
                periods covered thereby and with prior periods (except as
                disclosed therein), (ii) all of the representations and
                warranties of Borrower contained in this Agreement and
                other Loan Documents are true and correct as of the date
                such certification is given as if made on such date, and
                (iii) there is no Existing Default.  If any Compliance
                Certificate delivered to Lender discloses that a
                representation or warranty is not true and correct, or
                that there is an Existing Default that has not been
                waived in writing by Lender, such Compliance Certificate
                shall state what action Borrower has taken or proposes to
                take with respect thereto.

     11.14.     OTHER FINANCIAL INFORMATION.  Borrower shall also
     deliver the following to Lender, as specified below:

                11.14.1.   OTHER REPORTS OR INFORMATION CONCERNING
                ACCOUNTS, OR INVENTORY.  Promptly and only upon the
                reasonable request of Lender, such other reports and
                information, in form and detail satisfactory to Lender,
                and documents, concerning Accounts, or Inventory
                including, to the extent so requested by Lender, copies
                of all invoices, bills of lading, shipping receipts,
                purchase orders, and warehouse receipts.

                11.14.2.   STOCKHOLDER AND SEC REPORTS.  Promptly and only
                upon the reasonable request of Lender at any time or from
                time to time, copies of any (i) proxy statements,
                financial statements and reports which Borrower makes
                available to its stockholders, and (ii) reports,
                registration statements and prospectuses filed by
                Borrower with any securities exchange or the Securities
                and Exchange Commission or any Governmental Authority
                succeeding to any of its functions.


                                    18
<PAGE> 26

                11.14.3.   PENSION BENEFIT PLAN REPORTS.  Promptly and
                only upon the reasonable request of Lender at any time or
                from time to time, a copy of each annual report or other
                filing or notice filed with respect to each Pension
                Benefit Plan of a Borrower or an ERISA Affiliate of a
                Borrower.

                11.14.4.   TAX RETURNS.  Promptly and only upon the
                reasonable request of Lender at any time or from time to
                time, a copy of each federal, state, or local tax return
                or report filed by Borrower.

     11.15.     REVIEW OF ACCOUNTS.  Not less often than annually,
     and promptly at Lender's request if there is an Existing
     Default, Borrower shall conduct a review of its Accounts, bad
     debt reserves, and collection histories of Account Debtors and
     promptly following such review provide Lender with a report of
     such review in form and detail satisfactory to Lender.

     11.16.     INVENTORY.  Not less often than annually, and
     promptly at Lender's request if there is an Existing Default,
     Borrower shall conduct a physical count of its Inventory and
     promptly following the completion of such count provide Lender
     with a report thereof in form and detail satisfactory to
     Lender, including the value of such Inventory.

     11.17.     ANNUAL PROJECTIONS.  Within the 30 days after the
     first day of each fiscal year of Borrower, projected balance
     sheets, statements of income and expense, and statements of
     cash flows for Borrower as of the end of and for each month of
     such fiscal year.

     11.18.     OTHER INFORMATION.  Upon the request of Lender,
     Borrower shall promptly deliver to Lender such other
     information about the business, operations, revenues,
     financial condition, property, or business prospects of any
     Borrower as Lender may, from time to time, reasonably request.

     11.19.     EXAMS BY LENDER.  Lender or Persons authorized by
     and acting on behalf of Lender may at any time during normal
     business hours examine the books and records and inspect any
     of the property of each Borrower from time to time upon
     reasonable notice (except that during an Existing Default, no
     prior notice shall be required) to such Borrower, and in the
     course thereof may make copies or abstracts of such books and
     records and discuss the affairs, finances and books and
     records of such Borrower with its accountants, officers and
     employees.  Each Borrower shall cooperate with Lender and such
     Persons in the conduct of such exams and shall deliver to
     Lender any instrument necessary for Lender to obtain records
     from any service bureau maintaining records for such Borrower.
     Borrower shall reimburse Lender for all reasonable costs and
     expenses actually incurred by it in conducting each exam, but
     if an Event of Default has not occurred, such reimbursement
     for each such exam shall be limited to $500 per day (or in the
     case of a partial day, the per hour prorata portion of $500,
     based on an 8-hour day) for each Person involved in conducting
     the exam plus Lender's other actual out-of-pocket costs and
     expenses.

     11.20.     ACCESS TO OFFICERS AND AUDITORS.  Each Borrower
     shall permit Lender and Persons authorized by Lender to
     discuss the business, operations, revenues, financial
     condition, property, or business prospects of such Borrower
     with its officers, employees, accountants and independent
     auditors as often as Lender may request in its discretion, and
     such Borrower shall direct such officers, employees,
     accountants and independent auditors to cooperate with Lender
     and make full disclosure to Lender of those matters that they
     may deem relevant to the continuing ability of Borrower timely
     to pay and perform the Loan Obligations except as provided in
     this Agreement.


                                    19
<PAGE> 27

     Lender agrees that it will not disclose to third Persons any
     information that it obtains about Borrower or its operations
     or finances.  Lender may, however, disclose such information
     to all of its officers, attorneys, auditors, accountants, bank
     examiners, agents and representatives who have a need to know
     such information in connection with the administration,
     interpretation or enforcement of the Loan Documents or the
     lending and collection activity contemplated therein or to the
     extent required by Law or a Governmental Authority.  Lender
     shall advise such Persons that such information is to be
     treated as confidential and Lender is contractually obligated
     to keep such information confidential.  Lender may also
     disclose such information in any documents that it files in
     any legal proceeding to pursue, enforce or preserve its rights
     under the Loan Documents to the extent that Lender's counsel
     advises it that such disclosure is reasonably necessary.
     Lender's non-disclosure obligation shall not apply to any
     information that (i) is disclosed to Lender by a third Person
     not affiliated with or employed by Borrower who does not have
     a duty of non-disclosure, or (ii) becomes publicly known other
     than as a result of disclosure by Lender.

     11.21.     INTERCOMPANY INDEBTEDNESS.  Any Indebtedness owing
     between or among the Borrowers from time to time, shall, at
     all times during which the Commitment shall be outstanding or
     any Loan Obligations shall be owing to Lender, be unsecured
     and subordinated to the indefeasible prior repayment in full
     in cash of all of the Loan Obligations.

     11.22.     LIQUIDATION OF FALCON PRODUCTS OF CALIFORNIA,
     INC.  Falcon Products, Inc. shall duly liquidate Falcon
     Products of California, Inc. on or before June 30, 1998, and
     shall not cause or permit Falcon Products of California, Inc.
     to own any assets or incur any liabilities at any time.

     11.23.     FURTHER ASSURANCES.  Borrower shall execute and
     deliver, or cause to be executed and delivered, to Lender such
     documents and agreements, and shall take or cause to be taken
     such actions, as Lender may from time to time reasonably
     request to carry out the terms and conditions of this
     Agreement and the other Loan Documents.  During the
     continuance of an Existing Default and at any time thereafter,
     Borrower covenants and agrees that the Lender may, in its sole
     and absolute discretion, proceed directly against Borrower, or
     any other Person liable for the payment or performance of the
     Loan Obligations, or any or all of Borrower's property, or any
     combination of the foregoing, in one or more claims, actions
     or proceedings, whether or not any such claims, actions or
     proceedings are instituted simultaneously or at different
     times.

12.  NEGATIVE COVENANTS.   Each Borrower covenants and agrees that,
while any of the Commitments remains in effect and until all of the
Loan Obligations are fully and indefeasibly paid in full in cash,
such Borrower shall not, directly or indirectly, do any of the
following, or permit any other Borrower to do any of the following,
without the prior written consent of Lender:

     12.1. INVESTMENTS.  Make any Investments in any other Person
     except the following:

           12.1.1.      Investments in (i) interest-bearing United
           States government obligations; (ii) certificates of
           deposit issued by Lender; (iii) prime commercial paper
           rated A1 or better by Standard and Poor's Corporation or
           Prime P1 or better by Moody's Investor Service, Inc.;
           (iv) agreements involving the sale to Borrower of United
           States government securities and their guarantied
           repurchase the next Business Day by a Qualified Financial
           Institution; (v) certificates of deposit issued by and
           time deposits with any Qualified Financial Institution;
           or (vi) money market mutual funds up to $100,000
           outstanding at any one time.


                                    20
<PAGE> 28

           12.1.2.      Investments existing on the Execution Date
           and disclosed in Section 9.26 of the Disclosure Schedule.

           12.1.3.      Accounts arising in the ordinary course of
           business and payable in accordance with Borrower's
           customary trade terms.

           12.1.4.      Any Investments that are Permitted
           Acquisitions.

     12.2. INDEBTEDNESS.  Create, incur, assume, or allow to exist
     any Indebtedness of any kind or description, except the
     following:

           12.2.1.      Indebtedness to trade creditors incurred in
           the ordinary course of business, to the extent that it
           does not remain unpaid for a period greater than sixty
           (60) from the date of invoice, except for Indebtedness to
           trade creditors subject to a bona fide dispute (the
           amount of which is reflected on the Financial
           Statements).

           12.2.2.      The Loan Obligations.

           12.2.3.      Indebtedness secured by Purchase money
           Security Interests permitted by Section 12.3.

           12.2.4.      Indebtedness represented by Capital Leases to
           the extent permitted hereunder.

           12.2.5.      Other Indebtedness existing on the date
           hereof and disclosed in the Disclosure Schedule.

     12.3. SECURITY INTERESTS.  Create, incur, assume or allow to
     exist any Security Interest upon all or any part of its
     property, real or personal, now owned or hereafter acquired,
     except the following:

           12.3.1.      Security Interests for taxes, assessments or
           governmental charges not delinquent or being diligently
           contested in good faith and by appropriate proceedings
           and for which adequate book reserves in accordance with
           GAAP are maintained.

           12.3.2.      Security Interests arising out of deposits in
           connection with workers' compensation insurance,
           unemployment insurance, old age pensions, or other social
           security or retirement benefits legislation.

           12.3.3.      Deposits or pledges to secure bids, tenders,
           contracts (other than contracts for the payment of
           money), leases, statutory obligations, surety and appeal
           bonds, and other obligations of like nature arising in
           the ordinary course of business.

           12.3.4.      Security Interests imposed by any Law, such
           as mechanics', workmen's, materialmen's, landlords',
           carriers', or other like Security Interests arising in
           the ordinary course of business which secure payment of
           obligations which are not past due or which are being
           diligently contested in good faith by appropriate
           proceedings and for which adequate reserves in accordance
           with GAAP are maintained on Borrower's books.


                                    21
<PAGE> 29

           12.3.5.      Purchase money Security Interests securing
           payment of the purchase price of capital assets acquired
           by Borrower after the Execution Date up to $50,000 in the
           aggregate outstanding principal amount at any one time.

           12.3.6.      Security Interests existing on the Execution
           Date that are disclosed in Section 9.21 of the Disclosure
           Schedule and are satisfactory to Lender.

     12.4. CHANGE OF CONTROL.   Merge or consolidate with or into
     another Person, or permit any Person, other than the current
     shareholders, to become the record or beneficial owner,
     directly or indirectly, of securities representing 20% or more
     of the voting power of any Borrower's then outstanding
     securities, or acquiring a sufficient interest to elect a
     majority of the board of directors, elect or appoint the
     managing partner(s) or otherwise direct the day-to-day control
     of any Borrower.

     12.5. DISTRIBUTIONS.   Declare or pay any Distribution (i) if
     there is an Existing Default or (ii) if after giving effect to
     the payment of such Distribution, such Distribution would
     result in the occurrence of a Default or Event of Default.
     For purposes of this Section 12.5, "Distribution" means and
     includes (a) any cash dividend or distribution to the
     stockholders of a Borrower with respect to the stock of
     Borrower, and (b) any acquisition or redemption of any
     outstanding stock or other equity interest of a Borrower.

     12.6. INDIRECT OBLIGATIONS.  Create, incur, assume or allow to
     exist any Indirect Obligations.

     12.7. CAPITAL STRUCTURE; EQUITY SECURITIES.  Make any change
     in the capital structure of any Borrower which has or is
     reasonably likely to have a Material Adverse Effect; or issue
     or create any securities other than securities issued or
     created in connection with a Permitted Acquisition.

     12.8. CHANGE OF BUSINESS.  Engage in any business other than
     the business currently conducted by Borrower or a business
     reasonably related thereto.

     12.9. TRANSACTIONS WITH AFFILIATES.  Enter into or be a party
     to any transaction or arrangement, including the purchase,
     sale or exchange of property of any kind or the rendering of
     any service, with any Affiliate other than a Borrower, or make
     any loans or advances to any Affiliate other than a Borrower,
     in each case on terms more favorable than could be obtained
     with independent third parties.

     12.10. NO DEFAULT ON INDEBTEDNESS OR MATERIAL AGREEMENTS.
     Default upon or fail to pay any Indebtedness for borrowed
     money in excess of $500,000, as the same matures, or breach,
     violate, or be in default under any Material Agreement and
     fail to cure such failure to pay, breach, violation, or
     default within the applicable cure period provided therein.

     12.11. CONFLICTING AGREEMENTS.  Enter into any agreement, that
     would, if fully complied with by it, result in a Default or
     Event of Default either immediately or upon the elapsing of
     time.

     12.12. FISCAL YEAR.  Change its fiscal year end, which is
     currently the Saturday closest to October 31.


                                    22
<PAGE> 30

     12.13. BANK ACCOUNTS.  Maintain any depository or other
     account at any financial institution other than Lender, except
     for petty cash accounts which do not in the aggregate have a
     balance at any time in excess of $10,000 and payroll accounts.

     12.14. NEW SUBSIDIARIES.  Organize, create or acquire any
     Subsidiary other than those in existence on the date hereof
     and disclosed on the Disclosure Schedule, unless
     simultaneously with such Person becoming a Subsidiary, such
     Person becomes a Borrower under this Agreement and executes
     any joinder agreements or other documents deemed necessary by
     Lender to evidence such Subsidiary's joint and several
     liability for the Loan Obligations.

     12.15. TRANSACTIONS HAVING A MATERIAL ADVERSE EFFECT OR
     CAUSING A DEFAULT.  Enter into any transaction which has or is
     reasonably likely to have a Material Adverse Effect; or enter
     into any transaction, or take or contemplate taking any other
     action, or omit or contemplate omitting to take any action,
     which any Borrowing Officer knows, or reasonably should know,
     is likely to cause a Default or Event of Default hereunder.

     12.16. DISPOSAL OF PROPERTY.  Sell, transfer, exchange,
     lease, or otherwise dispose of any of its assets to any
     Person, including, without limitation, to any Subsidiary of
     Borrower.  Notwithstanding the foregoing, any Borrower may
     sell, transfer or otherwise dispose of obsolete or unusable
     equipment or other equipment in the ordinary course of
     business, in all cases, having an orderly liquidation value no
     greater than $1,000,000 in the aggregate for all Borrowers in
     any fiscal year of Borrower, and may sell finished goods
     Inventory sold in the ordinary course of business in arm's-
     length transactions.

     12.17. ACQUISITIONS.  Acquire stock or any other equity
     interest in a Person sufficient for such Person to become a
     Subsidiary or Affiliate of a Borrower, or acquire all or
     substantially all of the assets of a Person (including all or
     substantially all of the operating assets of an operating
     division of a Person) unless (i) at the time of such
     acquisition there is no Existing Default and after giving
     effect to such acquisition there would not be a Default or
     Event of Default immediately or with the passage of time, (ii)
     if such acquisition involves the acquisition of an equity
     interest in a Person, such Person becomes a wholly-owned
     Subsidiary of a Borrower and such Person becomes a Borrower
     under this Agreement and executes any joinder agreements or
     other documents deemed necessary by Lender to evidence such
     Person's joint and several liability for the Loan Obligations,
     and (iii) if any Subsidiary is formed or acquired in
     connection with any such acquisition permitted hereby, such
     Subsidiary shall simultaneously with the effectiveness of such
     acquisition become a party to this Agreement and each other
     Loan Document as a Borrower.

13.  FINANCIAL COVENANTS.

     13.1. SPECIAL DEFINITIONS.  As used in this Section 13 and
     elsewhere herein, the following capitalized terms have the
     following meanings:

     "EBITDA" means for any period of calculation, an amount equal
     to the sum of (i) Net Income, (ii) federal, state and local
     income tax expense paid or accrued for as a liability,
     (iii) Interest Expense, (iv) depreciation and amortization
     expense, (v) losses on the sale or other disposition of
     assets, (vi) extraordinary losses, minus (a) gains on the sale
     or other disposition of assets, and (b) extraordinary gains.


                                    23
<PAGE> 31

     "INTEREST EXPENSE" means, for any period of calculation, all
     interest, whether paid or accrued as a liability, but without
     duplication, on Indebtedness of Borrower during such period.

     "TANGIBLE NET WORTH" means, at any date: the total equity of
     Borrower (including common stock and preferred stock exclusive
     of mandatorily redeemable preferred stock), including stated
     capital or value, paid in capital, and retained earnings after
     deducting treasury stock, that would appear on a balance sheet
     of Borrower as of such date in accordance with GAAP, minus (i)
     patents, copyrights, trademarks, trade names, franchises,
     goodwill, research and all other intangibles, (ii) unamortized
     debt expense, and (iii) the cost to acquire any asset in
     excess of fair value of such asset.

     "TOTAL FUNDED INDEBTEDNESS" means, as of any time, the sum of
     any contractual obligations to pay borrowed money (including,
     without limitation, any such Indebtedness incurred in
     connection with purchase money financing) and to make payments
     or reimbursements with respect to letters of credit (whether
     or not there have been drawings thereunder) at such time
     including, without limitation, the Loan and the aggregate
     dollar amount of Capital Leases presented in Borrower's most
     recent Financial Statements as Liabilities (as defined under
     GAAP).

All other capitalized terms used in this Section 13 shall have
their meanings, and shall be determined, under GAAP.  All
calculations shall be for Borrower and its Subsidiaries permitted
hereunder on a consolidated basis. Sections 13.2 through and
including Section 13.4 shall remain effective while any of the
Commitments are in effect, and until all of the Loan Obligations
(except contingent indemnification obligations) have been paid in
full in cash.

     13.2. MAXIMUM LEVERAGE.  Borrower covenants and agrees
     that The ratio of Borrower's Total Funded Indebtedness to
     Borrower's EBITDA for the preceding twelve (12) month period,
     calculated as of the last day of each fiscal quarter, shall at
     no time be greater than 2.00 to 1.00.

     13.3. TOTAL LIABILITIES TO TANGIBLE NET WORTH.  Borrower
     covenants and agrees that the ratio of Borrower's total
     Liabilities (including all accounts payable) to Tangible Net
     Worth, calculated as of the last day of each fiscal quarter,
     shall at no time be greater than 1.00 to 1.00.

     13.4. MINIMUM CURRENT RATIO.   Borrower covenants and
     agrees that the ratio of Borrower's Current Assets to Current
     Liabilities, calculated as of the last day of each fiscal
     quarter, shall at no time be less than 2.25 to 1.00.

14.  DEFAULT.

     14.1. EVENTS OF DEFAULT.  Any one or more of the following
     shall constitute an event of default (an "Event of Default")
     under this Agreement:

           14.1.1.    FAILURE TO PAY PRINCIPAL OR INTEREST.  Failure
           of Borrower to pay any principal of the Loans when due or
           interest accrued thereon within five days of the date
           when due.

           14.1.2.    FAILURE TO PAY OTHER AMOUNTS OWED TO
           LENDER.  Failure of Borrower to pay any of the Loan
           Obligations (other than principal of the Loans or
           interest accrued thereon) within 3 days after the date
           when due.


                                    24
<PAGE> 32

           14.1.3.    FAILURE TO PAY AMOUNTS OWED TO OTHER
           PERSONS.  Failure of any Borrower to make any payment due
           on Indebtedness of such Borrower over $500,000 to Persons
           other than Lender which continues unwaived beyond any
           applicable grace period specified in the documents
           evidencing such Indebtedness.

           14.1.4.    REPRESENTATIONS OR WARRANTIES.  Any
           representation or warranty made by any Borrower in this
           Agreement or in any other Loan Document, or in any
           statement or representation made in any certificate,
           report, opinion or other document delivered pursuant to
           any of the foregoing by Borrower or any other Borrower,
           is discovered to have been false in any material respect
           when made.

           14.1.5.    CERTAIN COVENANTS.  Failure of any Borrower to
           comply with the covenants in Sections 11.1, 11.10, 11.11,
           11.12, 11.13, 11.15, 11.16, 11.17, 11.19, 11.20,11.22,
           12.1, 12.2, 12.3, 12.5, 12.7, 12.8, 12.9, 12.10, 12.12,
           12.13, 12.14,  12.17, or 13.

           14.1.6.    OTHER COVENANTS.  Failure of any Borrower to
           comply with any of the terms or provisions of any of the
           Loan Documents applicable to it (other than a failure
           which constitutes an Event of Default under any of
           Sections 14.1.1 through 14.1.5), which such failure is
           not remedied or waived in writing by Lender within 30
           days after the initial occurrence of such failure.

           14.1.7.    ACCELERATION OF OTHER INDEBTEDNESS.  Any
           Obligation of a Borrower (other than the Loan
           Obligations) for the payment of borrowed money in excess
           of $500,000 becomes or is declared to be due and payable
           or required to be prepaid (other than by a regularly
           scheduled prepayment) prior to the original or stated
           Maturity thereof.

           14.1.8.    DEFAULT UNDER OTHER AGREEMENTS.  The occurrence
           of any default or event of default under any agreement to
           which a Borrower is a party (other than the Loan
           Documents), which default or breach continues unwaived
           beyond any applicable grace period provided therein and
           likely has or is reasonably likely to have a Material
           Adverse Effect.

           14.1.9.    BANKRUPTCY; INSOLVENCY; ETC.  A Borrower
           (i) fails to pay, or admits in writing its inability to
           pay, its debts generally as they become due, or otherwise
           becomes insolvent (however evidenced); (ii) makes an
           assignment for the benefit of creditors; (iii) files a
           petition in bankruptcy, is adjudicated insolvent or
           bankrupt, petitions or applies to any tribunal for any
           receiver or any trustee of such Borrower or any
           substantial part of its property; (iv) commences any
           proceeding relating to such Borrower under any
           reorganization, arrangement, readjustment of debt,
           dissolution or liquidation Law of any jurisdiction,
           whether now or hereafter in effect; (v) has commenced
           against it any such proceeding which remains undismisse
           d for a period of 60 days, or by any act indicates its
           consent to, approval of, or acquiescence in any such
           proceeding or the appointment of any receiver of or any
           trustee for it or of any substantial part of its
           property, or allows any such receivership or trusteeshi
           p to continue undischarged for a period of 60 days; or
           (vi) takes any action to authorize any of the foregoing.

           14.1.10.   JUDGMENTS; ATTACHMENT; SETTLEMENT; ETC.  Any
           one or more judgments or orders is entered against a
           Borrower or any attachment or other levy is made against
           the property of a Borrower with respect to a claim or
           claims involving in the aggregate


                                    25
<PAGE> 33

           liabilities (not paid or fully covered by insurance, less
           the amount of reasonable deductibles in effect on the
           Execution Date) in excess of $50,000 becomes final and
           non-appealable and remains unsatisfied for 30 days, or if
           timely appealed is not fully bonded and collection
           thereof stayed pending the appeal.

           14.1.11.   PENSION BENEFIT PLAN TERMINATION, ETC.  Any
           Pension Benefit Plan termination by the PBGC or the
           appointment by the appropriate United States District
           Court of a trustee to administer any Pension Benefit Plan
           or to liquidate any Pension Benefit Plan; or any event
           which constitutes grounds either for the termination of
           any Pension Benefit Plan by PBGC or for the appointment
           by the appropriate United States District Court of a
           trustee to administer or liquidate any Pension Benefit
           Plan shall have occurred and be continuing for thirty
           (30) days after Borrower has notice of any such event; or
           any voluntary termination of any Pension Benefit Plan
           which is a defined benefit pension plan as defined in
           Section 3(35) of ERISA while such defined benefit pension
           plan has an accumulated funding deficiency, unless Lender
           has been notified of such intent to voluntarily termina
           te such plan and Lender have given their consent and
           agreed that such event shall not constitute a Default; or
           the plan administrator of any Pension Benefit Plan
           applies under Section 412(d) of the Code for a waiver of
           the minimum funding standards of Section 412(1) of the
           Code and Lender determine that the substantial business
           hardship upon which the application for such waiver is
           based could subject any Borrower or ERISA Affiliate of
           any Borrower to a liability in excess of $50,000.

           14.1.12.   LIQUIDATION OR DISSOLUTION.  Any Borrower files
           a certificate of dissolution under applicable state Law
           or is liquidated or dissolved or suspends or terminates
           the operation of its business, or has commenced against
           it any action or proceeding for its liquidation or
           dissolution or the winding up of its business, or takes
           any corporate action in furtherance thereof, except in
           connection with the consolidation of such a Borrower and
           its assets with another Borrower and its assets.

           14.1.13.   SEIZURE OF ASSETS.  All or a material part of
           the property of any Borrower is nationalized,
           expropriated, seized or otherwise appropriated, or
           custody or control of such property or of any Borrower
           shall be assumed by any Governmental Authority or any
           court of competent jurisdiction at the instance of any
           Governmental Authority, unless the same is being
           contested in good faith by proper proceedings diligently
           pursued and a stay of enforcement is in effect.

           14.1.14.   LOSS TO COLLATERAL.  Any loss, theft, damage or
           destruction of any item or items of property occurs which
           either (i) has or is reasonably likely to have a Material
           Adverse Effect on any Borrower.

     14.2. CROSS-DEFAULT.  Any Event of Default under this
     Agreement will constitute an event of default under any other
     agreement between any Borrower and Lender and under any
     evidence of Indebtedness of any Borrower held by Lender,
     whether or not such is an event of default specified therein.

     14.3. RIGHTS AND REMEDIES IN THE EVENT OF DEFAULT.

           14.3.1.    TERMINATION OF COMMITMENTS.  Upon an Event of
           Default described in Section 14.1.9, the Commitments
           shall be deemed automatically canceled.  During any


                                    26
<PAGE> 34

           other Existing Default, Lender may cancel the
           Commitments.  Such cancellation may be, in either case,
           without presentment, demand or notice of any kind, which
           Borrower expressly waives.

           14.3.2.    ACCELERATION.  Upon an Event of Default
           described in Section 14.1.9, all of the outstanding Loan
           Obligations shall automatically become immediately due
           and payable.  During any other Existing Default, Lender
           may declare all of the outstanding Loan Obligations
           immediately due and payable.  Such acceleration may be,
           in either case, without presentment, demand or notice of
           any kind, which Borrower expressly waives.

           14.3.3.    RIGHT OF SET-OFF.  During any Existing Default,
           Lender is hereby authorized, without notice to Borrower
           (any such notice being expressly waived by Borrower), to
           set off and apply against the Loan Obligations any and
           all deposits (general or special, time or demand,
           provisional or final) or other assets at any time held or
           at Lender, or any other Indebtedness at any time owing by
           Lender to or for the credit or the account of Borrower,
           irrespective of whether or not Lender shall have made any
           demand under this Agreement or the Notes and although
           such Loan Obligations may be unmatured.  The rights of
           Lender under this Section are in addition to other rights
           and remedies (including, without limitation, other rights
           of set-off) which Lender may otherwise have.

           14.3.4.    MISCELLANEOUS.  During an Existing Default and
           at any time thereafter, Lender may exercise any other
           rights and remedies available to Lender under the Loan
           Documents or otherwise available to Lender at law or in
           equity.

           14.3.5.    JOINT AND SEVERAL.  Each Obligation and
           liability to Lender of each Borrower, including, without
           limitation, the Loan Obligations, are the joint and
           several obligations of each Borrower, and Lender may
           proceed directly against any Borrower, all Borrowers, or
           any one of the foregoing or any combination of the
           foregoing, without first proceeding against any other
           Borrower, or without joining all Persons liable or
           potentially liable for any portion of the Loan
           Obligations in one action.

           14.3.6.    APPLICATION OF FUNDS.  Any funds received by
           Lender with respect to the Loan Obligations after
           maturity or any acceleration, including proceeds of any
           of Borrower's property, shall be applied as follows:
           (i) first, to reimburse Lender for any amounts due to
           Lender under Section 18.5; (ii) second, to reimburse to
           Lender all unreimbursed costs and expenses paid or
           incurred by Lender that are payable or reimbursable by
           Borrower hereunder; (iii) third, to the payment of
           accrued and unpaid fees due hereunder and all other
           amounts due hereunder (other than the Loans and interest
           accrued thereon); (iv) fourth, to the payment of interest
           accrued on the Loans to Lender; (v) fifth, to the payment
           of the Loans, in such order as Lender determines in its
           absolute discretion; and (vi) sixth, to the payment of
           the other Loan Obligations.  Any remaining amounts shall
           be paid to Borrower or such other Persons as shall be
           legally entitled thereto.

     14.4. NOTICE.  Any notice of intended action required to be
     given by Lender, if given as provided in Section 19.1 at least
     10 days prior to such proposed action, shall be effective and
     constitute reasonable and fair notice to Borrower.


                                    27
<PAGE> 35

15.  CHANGES IN CIRCUMSTANCES.

     15.1. COMPENSATION FOR INCREASED COSTS AND REDUCED RETURNS;
     CAPITAL ADEQUACY.

           15.1.1.    INCREASED COSTS OR REDUCED RETURNS TO
           LENDER.  If, after the date hereof, the adoption of any
           applicable Law or any change in any applicable Law or any
           change in the interpretation or administration thereof by
           any Governmental Authority charged with the
           interpretation or administration thereof, or compliance
           by Lender (or the Lending Office) with any request or
           directive (whether or not having the force of law) of any
           such Governmental Authority:

                      (i)   subjects Lender (or the Lending Office) to any
                      Tax with respect to any Eurodollar Loan or its
                      obligation to make any Advance that will be a
                      Eurodollar Loan, or change the basis of taxation of
                      any amounts payable to Lender (or the Lending
                      Office) under this Agreement in respect of any
                      Eurodollar Loan (other than Taxes imposed on the
                      overall net income of Lender by the jurisdiction in
                      which Lender has its principal office or the
                      Lending Office);

                      (ii)  imposes, modifies, or deems applicable any
                      reserve, special deposit, assessment, compulsory
                      loan or similar requirement (other than the Reserve
                      Requirement) relating to any extensions of credit
                      or other assets of, or any deposits with or other
                      liabilities or Commitment of, Lender (or the
                      Lending Office), including the Commitment of Lender
                      hereunder; or

                      (iii) imposes on Lender (or the Lending Office),
                      or the London interbank market, any other condition
                      affecting this Agreement, the Commitment or any of
                      the Loan Obligations;

           and the result of any of the foregoing is to increase the
           cost to Lender (or the Lending Office) of making,
           converting into, continuing, or maintaining any Revolving
           Loan or to reduce any sum received or receivable by
           Lender (or the Lending Office) under this Agreement or
           any of the other Loan Documents with respect to any
           Revolving Loan, then Borrower shall pay to Lender on
           demand such amount or amounts as will compensate Lender
           for such increased cost or reduction.  If Lender requests
           compensation by Borrower under this Section Borrower may,
           by notice to Lender, suspend the obligation of Lender to
           make or continue Revolving Loans of the type with respect
           to which such compensation is requested, or to convert
           Revolving Loans of any other type into Revolving Loans of
           such type, until the event or condition giving rise to
           such request ceases to be in effect (in which case the
           provisions of Section 15.5 shall be applicable);
           provided, however, that such suspension shall not affect
           the right of Lender to receive the compensation so
           requested.

           15.1.2.    CAPITAL ADEQUACY.  If at any time after the
           date hereof Lender determines that the adoption of any
           applicable Law regarding capital adequacy or any change
           therein or in the interpretation or administration
           thereof by any governmental authority, charged with the
           interpretation or administration thereof, or any request
           or directive regarding capital adequacy (whether or not
           having the force of law) of any such Governmental
           Authority, has or would have the effect of reducing the
           rate of return on the capital of Lender or any
           corporation controlling Lender as a consequence of
           Lender's obligations hereunder to a


                                    28
<PAGE> 36

           level below that which Lender or such corporation could
           have achieved but for such adoption, change, request, or
           directive (taking into consideration its policies with
           respect to capital adequacy), then from time to time upon
           demand Borrower shall pay to Lender such additional
           amount or amounts as will compensate Lender for such
           reduction.

           15.1.3.    NOTICE TO BORROWER.  Lender shall promptly
           notify Borrower of any event of which it has knowledge,
           occurring after the date hereof, which will entitle
           Lender to compensation pursuant to this Section 15.1 and
           will designate a different Lending Office if such
           designation will avoid the need for, or reduce the amount
           of, such compensation and will not, in the judgment of
           Lender, be otherwise disadvantageous to it.  If Lender
           claims compensation under this Section, Lender will
           furnish to Borrower a statement stating the additional
           amount or amounts to be paid to it hereunder, which shall
           be conclusive in the absence of manifest error.  In
           determining such amount, Lender may use any reasonable
           averaging and attribution methods.

     15.2. LIMITATIONS ON EURODOLLAR LOANS.  If on or prior to the
     first day of any Interest Period for any Eurodollar Loan:

           15.2.1.    MARKET FAILURE.  Lender determines (which
           determination shall be conclusive) that by reason of
           circumstances affecting the relevant market, adequate and
           reasonable means do not exist for ascertaining the
           Eurodollar Rate for such Interest Period; or

           15.2.2.    INADEQUATE REFLECTION OF COST.  Lender
           determines (which determination shall be conclusive) that
           the Eurodollar Rate will not adequately and fairly
           reflect the cost to Lender of funding Eurodollar Loans
           for such Interest Period;

     then Lender will give Borrower prompt notice thereof, and
     while such condition remains in effect, Lender will have no
     obligation to make additional Advances that will be Eurodollar
     Loans, to continue Eurodollar Loans, or to convert Prime Rate
     Loans or Federal Funds Rate Loans into Eurodollar Loans.

     15.3. ILLEGALITY.  Notwithstanding any other provision of this
     Agreement, in the event that it becomes unlawful for Lender or
     the Lending Office to make Advances that will be Eurodollar
     Loans or maintain Eurodollar Loans hereunder, then Lender
     shall promptly notify Borrower thereof and Lender's obligation
     to do so or to convert Prime Rate Loans or Federal Funds Rate
     Loans into Eurodollar Loans shall be suspended until such time
     as Lender may again do so, and Lender's outstanding Eurodollar
     Loans shall be converted into Prime Rate Loans in accordance
     with Section 15.5.

     15.4. COMPENSATION.  Upon the request of Lender, Borrower
     shall pay to Lender such amount or amounts as will be
     sufficient (in the reasonable determination of Lender) to
     compensate it for any loss, cost, or expense (including loss
     of anticipated profits) incurred by it as a result of:

           15.4.1.    EARLY PAYMENT.  Any payment, prepayment, or
           conversion of a Eurodollar Loan for any reason
           (including, without limitation, the acceleration of the
           Revolving Loan pursuant to the terms hereof) on a date
           other than the last day of the Interest Period for such
           Eurodollar Loan; or


                                    29
<PAGE> 37

           15.4.2.    FAILURE TO TAKE ADVANCES.  Any failure by
           Borrower for any reason (other than pursuant to
           Section 15.2 or 15.3) to take an Advance that is
           requested to be a Eurodollar Loan or to convert,
           continue, or prepay a Eurodollar Loan on the date
           therefor specified in the relevant request for an Advance
           or notice of prepayment, continuation, or conversion
           under this Agreement.

     If Lender claims compensation under this Section 15.4, Lender
     shall furnish a certificate to Borrower that states the amount
     to be paid to it hereunder and includes a description in
     reasonable detail of the method used by Lender in calculating
     such amount.  Borrower shall have the burden of proving that
     the amount of any such compensation calculated by Lender is
     not correct.  Any compensation payable by Borrower to Lender
     under this Section shall be payable without regard to whether
     Lender has funded any Advance or Eurodollar Loan through the
     purchase of deposits in an amount or of a maturity
     corresponding to the deposits used as a reference in
     determining the Eurodollar Rate as provided herein.

     15.5. TREATMENT OF AFFECTED REVOLVING LOANS.  If the
     obligation of Lender to make an Advance that will be a
     Eurodollar Loan or to continue any Eurodollar Loan or to
     convert any Prime Rate Loan or Federal Funds Rate Loan into a
     Eurodollar Loan shall be suspended pursuant to Section 15.2 or
     15.3 each such Revolving Loan shall be automatically and
     immediately converted into a Prime Rate Loan on the last day
     of its Interest Period (or, in the case of a conversion
     required by Section 15.3, on such earlier date as Lender may
     specify to Borrower).  Unless and until Lender gives notice as
     provided below that the circumstances specified in
     Section 15.2 or 15.3 that gave rise to such conversion no
     longer exist:

           15.5.1.    PAYMENTS.  to the extent that such Revolving
           Loans have been so converted, all payments and
           prepayments of principal that would otherwise be applied
           to such Revolving Loans shall continue to be made and
           applied as provided for herein; and

           15.5.2.    PRIME RATE.  All Advances by Lender that would
           otherwise become Eurodollar Loans and all Revolving Loans
           that would otherwise be continued by Lender as Eurodollar
           Loans shall become or be continued instead as Prime Rate
           Loans, and all Revolving Loans that would otherwise be
           converted into Eurodollar Loans shall be converted
           instead into (or shall remain as) Prime Rate Loans or
           Federal Funds Rate Loans.

     Lender shall give prompt notice to Borrower if and when the
     circumstances specified in Section 15.2 or 15.3 that gave rise
     to the conversion of Revolving Loans pursuant to this
     Section 15.5 no longer exist.

16.  TAXES.

     16.1. GROSS-UP.  All payments by Borrower to or for the
     account of Lender hereunder or under any other Loan Document
     shall be made free and clear of and without deduction for all
     present or future Taxes, excluding franchise Taxes and Taxes
     imposed on Lender's net income, by the jurisdiction under the
     Laws of which Lender is organized or the Lending Office is
     located or any political subdivision thereof.  If Borrower is
     required by Law to deduct any Taxes from or in respect of any
     sum payable under this Agreement or any other Loan Document to
     Lender, (i) the sum payable shall be increased as necessary so
     that after making all required deductions (including
     deductions applicable to additional sums payable under this
     Section) Lender receives an amount equal to the sum it would
     have received had no such deductions been made, (ii) Borrower
     shall


                                    30
<PAGE> 38

     make such deductions, (iii) Borrower shall pay the full amount
     deducted to the relevant taxation authority or other authority
     in accordance with applicable Law, and (iv) Borrower shall
     furnish to Lender, at its address referred to herein, the
     original or a certified copy of a receipt evidencing payment
     thereof.  In addition, Borrower agrees to pay any and all
     present or future Impositions.  Impositions include stamp or
     documentary taxes and any other excise or property taxes or
     charges or similar levies which arise from the Loan
     Obligations, any payment made under this Agreement or any
     other Loan Document or from the execution or delivery of, or
     otherwise with respect to, the Loan Obligations, this
     Agreement or any other Loan Document.  Borrower agrees to
     indemnify Lender for the full amount of all Impositions and
     Taxes, excluding franchise Taxes and Taxes imposed on Lender's
     net income, (including any such Taxes or Impositions imposed
     or asserted by any jurisdiction on amounts payable under this
     Section) paid by Lender and any liability (including
     penalties, interest and expenses) arising therefrom or with
     respect thereto.  Within thirty days after the date of any
     payment of Taxes, Borrower shall furnish Lender the original
     or a certified copy of a receipt evidencing such payment.

     16.2. LENDER'S UNDERTAKING.  If Borrower is required to pay
     additional amounts to or for the account of Lender pursuant to
     Section 16.1, then Lender will use reasonable efforts to
     change the jurisdiction of the Lending Office so as to
     eliminate or reduce any such additional payment which may
     thereafter accrue if such change, in the judgment of Lender,
     is not otherwise disadvantageous to Lender.

17.  USURY LIMITATIONS.  Notwithstanding any provisions to the
contrary in Section 4 or elsewhere in any of the Loan Documents,
Borrower shall not be obligated to pay interest at a rate which
exceeds the maximum rate permitted by Law.  If, but for this
Section 17, Borrower would be deemed obligated to pay interest at
a rate which exceeds the maximum rate permitted by Law, or if any
of the Loan Obligations is paid or becomes payable before its
originally scheduled Maturity and as a result Borrower has paid or
would be obligated to pay interest at such an excessive rate, then
(i) Borrower shall not be obligated to pay interest to the extent
it exceeds the interest that would be payable at the maximum rate
permitted by Law; (ii) if the outstanding Loan Obligations have not
been accelerated as provided in Section 14.3.2, any such excess
interest that has been paid by Borrower shall be refunded; (iii) if
the outstanding Loan Obligations have been accelerated as provided
in Section 14.3.2, any such excess that has been paid by Borrower
shall be applied to the Loan Obligations as provided in Section
14.3.6; and (iv) the effective rate of interest shall be deemed
automatically reduced to the maximum rate permitted by Law.

18.  GENERAL.

     18.1. LENDER'S RIGHT TO CURE.  So long as there is an Existing
     Default, after first giving notice to Borrower, Lender may
     from time to time, in its absolute discretion, for Borrower's
     account and at Borrower's expense, pay or make a Revolving
     Loan Advance to pay any amount or do any act required of
     Borrower hereunder.  So long as there is an Existing Default,
     Lender may also from time to time, in its absolute discretion,
     for Borrower's account and at Borrower's expense pay or make
     a Revolving Loan Advance to pay any amount or do any act
     reasonably requested by Lender to preserve, protect, maintain
     or enforce the Loan Obligations and which Borrower fails to
     pay.  Such payments and actions include payment of any
     judgment against Borrower, insurance premium, taxes or
     assessments, warehouse charge, finishing or processing charge,
     landlord's claim, and any other claim. All payments made by
     Lender pursuant to this Section and all out-of-pocket costs
     and expenses incurred by Lender in connection with any action
     taken by Lender hereunder shall be a part of the Loan
     Obligations. Any payment made or other action taken by


                                    31
<PAGE> 39

     Lender pursuant to this Section shall be without prejudice to
     any right to assert an Event of Default hereunder and to
     pursue Lender's other rights and remedies with respect
     thereto.

     18.2. RIGHTS NOT EXCLUSIVE.  Every right granted to Lender
     hereunder or under any other Loan Document or allowed to it at
     law or in equity shall be deemed cumulative and may be
     exercised from time to time.

     18.3. SURVIVAL OF AGREEMENTS.  All covenants and agreements
     made herein and in the other Loan Documents shall survive the
     execution and delivery of this Agreement, the Notes and other
     Loan Documents and the making of every Advance.  All
     agreements, obligations and liabilities of Borrower under this
     Agreement concerning the payment of money to Lender, including
     Borrower's obligations under Sections 18.4 and 18.5, but
     excluding the obligation to repay the Loans and interest
     accrued thereon, shall survive the indefeasible repayment in
     full of the Loans and interest accrued thereon, the return of
     the Notes to Borrower, and the termination of the Commitments.

     18.4. PAYMENT OF EXPENSES.  Borrower agrees to pay or
     reimburse to Lender all of Lender's reasonable out-of-pocket
     costs incurred in connection with Lender's due diligence
     review before execution of the Loan Documents; the negotiation
     and preparation of any proposal, a commitment letter and the
     Loan Documents; the interpretation of any of the Loan
     Documents; the enforcement of Lender's rights and remedies
     under the Loan Documents after a Default or Event of Default;
     any amendment of or supplementation to any of the Loan
     Documents; and any waiver, consent or forbearance with respect
     to any Default or Event of Default.  Lender's reasonable out-
     of-pocket costs may include but are not limited to the
     following, to the extent they are actually paid or incurred by
     Lender: title insurance fees and premiums; the cost of
     searches for Security Interests existing against Borrowers;
     recording and filing fees; appraisal fees; audit and exam
     fees; environmental consultant fees; litigation costs; and all
     reasonable attorneys' and paralegals' expenses and reasonable
     fees; and all reasonable expenses incurred in connection with
     any of the foregoing.  Attorneys' and paralegals' expenses may
     include but are not limited to filing charges; telephone, data
     transmission, facsimile and other communication costs; courier
     and other delivery charges; and photocopying charges.
     Litigation costs may include but are not limited to filing
     fees, deposition costs, expert witness fees, expenses of
     service of process, and other such costs paid or incurred in
     any administrative, arbitration, or court proceedings
     involving Lender and any Borrower, including proceedings under
     the Federal Bankruptcy Code.  All costs which Borrower is
     obligated to pay or reimburse Lender are Loan Obligations
     payable to Lender and are payable on demand by Lender.

     18.5. GENERAL INDEMNITY.

           18.5.1.      Borrower shall pay, indemnify and hold
           harmless Lender and its respective directors, officers,
           employees, agents, and representatives (the "Indemnified
           Parties") for, from and against, and promptly to
           reimburse the Indemnified Parties for, any and all
           claims, damages, liabilities, losses, costs and expenses
           (including reasonable attorneys' fees and expenses and
           amounts paid in settlement) incurred, paid or sustained
           by the Indemnified Parties in connection with, arising
           out of, based upon or otherwise involving or resulting
           from any threatened, pending or completed action, suit,
           investigation or other proceeding by, against or
           otherwise involving the Indemnified Parties and in any
           way dealing with, relating to or otherwise involving this
           Agreement, any of the other Loan Documents, or any
           transaction contemplated hereby or thereby except to the
           extent that they arise from the gross negligence, bad
           faith or willful misconduct of any of the


                                    32
<PAGE> 40

           Indemnified Parties.  Borrower shall pay, indemnify and
           hold harmless the Indemnified Parties for, from and
           against, and promptly reimburse the Indemnified Parties
           for, any and all claims, damages, liabilities, losses,
           costs and expenses (including reasonable attorneys' and
           consultant fees and expenses, investigation and
           laboratory fees, removal, remedial, response and
           corrective action costs, and amounts paid in settlement)
           incurred, paid or sustained by the Indemnified Parties as
           a result of the manufacture, storage, transportation,
           release or disposal of any Hazardous Material on, from,
           over or affecting any of the assets, properties, or
           operations of any Borrower or any predecessor in
           interest, directly or indirectly.

           18.5.2.      The obligations of Borrower under this
           Section 18.5 shall survive the termination of the
           Commitments, and the indefeasible full payment and
           satisfaction of all of the Loan Obligations.

           18.5.3.      To the extent that any of the indemnities
           required from Borrower under this Section are
           unenforceable because they violate any Law or public
           policy, Borrower shall pay the maximum amount which it is
           permitted to pay under applicable Law.

     18.6. CHANGES IN ACCOUNTING PRINCIPLES.  If Borrower, at the
     end of its fiscal year and with the concurrence of its
     independent certified public accountants, changes the method
     of valuing the Inventory of Borrower, or if any other changes
     in accounting principles from those used in the preparation of
     any of the Financial Statements are required by or result from
     the promulgation of principles, rules, regulations,
     guidelines, pronouncements or opinions by the Financial
     Accounting Standards Board or the American Institute of
     Certified Public Accountants (or successors thereto or bodies
     with similar functions), and any of such changes result in a
     change in the method of calculation of, or affect the results
     of such calculation of, any of the financial covenants,
     standards or terms found herein, then the parties hereto agree
     to enter into and diligently pursue negotiations in order to
     amend such financial covenants, standards or terms so as to
     equitably reflect such changes, with the desired result that
     the criteria for evaluating the financial condition and
     results of operations of Borrower shall be the same after such
     changes as if such changes had not been made; provided,
     however, that until such changes are made, all financial
     covenants herein and all the provisions hereof which
     contemplate financial calculation hereunder shall remain in
     full force and effect.

     18.7. LOAN RECORDS.  The date and amount of all Advances to
     Borrower and payments of amounts due from Borrower under the
     Loan Documents will be recorded in the records that Lender
     normally maintains for such types of transactions.  The
     failure to record, or any error in recording, any of the
     foregoing shall not, however, affect the obligation of
     Borrower to repay the Loans and other amounts payable under
     the Loan Documents.  Borrower shall have the burden of proving
     that such records are not correct.  Borrower agrees that
     Lender's books and records showing the Loan Obligations and
     the transactions pursuant to this Agreement shall be
     admissible in any action or proceeding arising therefrom,
     irrespective of whether any Loan Obligation is also evidenced
     by a promissory note or other instrument.  Such statement
     shall be deemed correct, accurate and binding on Borrower and
     an account stated (except for reversals and reapplications of
     payments as provided in Section 5.7 and corrections of errors
     discovered by Lender), unless Borrower notifies Lender in
     writing to the contrary within 30 days after such statement is
     rendered.  In the event a timely written notice of objections
     is given by Borrower, only the items to which exception is
     expressly made will be considered to be disputed by Borrower.


                                    33
<PAGE> 41

     18.8. LOAN OBLIGATIONS PAYABLE IN DOLLARS.  All Loan
     Obligations that are payable in Dollars under the terms of the
     Loan Documents shall be payable only in Dollars.  If, however,
     to obtain a judgment in any court it is necessary to convert
     a Loan Obligation payable in Dollars into another currency,
     the rate of exchange used shall be that at which Lender, using
     its customary procedures, could purchase Dollars with such
     other currency in New York, New York on the Business Day
     immediately preceding the day on which such judgment is
     rendered.  If any sum in another currency is paid to Lender or
     received by Lender and applied to a Loan Obligation payable in
     Dollars, such Loan Obligation shall be deemed paid and
     discharged only to the extent of the amount of Dollars that
     Lender, using its customary procedures, is able to purchase in
     New York, New York with such sum on the Business Day
     immediately following receipt thereof.  Borrower agrees to
     indemnify Lender against any loss in Dollars that it may incur
     on such Loan Obligation as a result of such payment or receipt
     and application to such Loan Obligation.

19.  MISCELLANEOUS.

     19.1. NOTICES.  All notices, consents, requests and
     demands to or upon the respective parties hereto shall be in
     writing, and shall be deemed to have been given or made when
     delivered in person to those Persons listed on the signature
     pages hereof or four days after being deposited in the United
     States mail, postage prepaid, or, in the case of overnight
     courier services, one Business Day after delivery to the
     overnight courier service, or in the case of telex or telecopy
     notice, when sent, verification received, in each case
     addressed as set forth on the signature pages hereof, or such
     other address as either party may designate by notice to the
     other in accordance with the terms of this Section.  No notice
     given to or demand made on Borrower by Lender in any instance
     shall entitle Borrower to notice or demand in any other
     instance.

     19.2. AMENDMENTS, WAIVERS AND CONSENTS.  Unless otherwise
     provided herein, no amendment to or waiver of any provision of
     this Agreement, or of any of the other Loan Documents, nor
     consent to any departure by Borrower herefrom or therefrom,
     shall be effective unless it is in writing and signed by
     authorized officers of Borrower and Lender; provided, however,
     that any such amendment, waiver or consent shall be effective
     only in the specific instance and for the purpose for which
     given.  No notice to or demand on Borrower in any instance
     shall entitle Borrower to any other or further notice or
     demand in another similar or different instance.  No failure
     by Lender to exercise, and no delay by Lender in exercising,
     any right, remedy, power or privilege hereunder shall operate
     as a waiver thereof, nor shall any single or partial exercise
     by Lender of any right, remedy, power or privilege hereunder
     preclude any other exercise thereof, or the exercise of any
     other right, remedy, power or privilege existing under any Law
     or otherwise.

     19.3. RIGHTS CUMULATIVE.  Each of the rights and remedies
     of Lender under this Agreement shall be in addition to all of
     its other rights and remedies under applicable Law, and
     nothing in this Agreement shall be construed as limiting any
     such rights or remedies.

     19.4. SUCCESSORS AND ASSIGNS.  This Agreement shall be
     binding upon and inure to the benefit of the parties hereto
     and all future holders of the Notes and their respective
     successors and assigns, except that Borrower may not assign,
     delegate or transfer any of its rights or obligations under
     this Agreement without the prior written consent of Lender.
     With respect to Borrower's successors and assigns, such
     successors and assigns shall include any receiver, trustee or
     debtor-in-possession of or for Borrower.


                                    34
<PAGE> 42

     19.5.  SEVERABILITY.  Any provision of this Agreement which
     is prohibited, unenforceable or not authorized in any
     jurisdiction shall, as to such jurisdiction, be ineffective to
     the extent of such prohibition, unenforceability or lack of
     authorization without invalidating the remaining provisions
     hereof or affecting the validity, enforceability or legality
     of such provision in any other jurisdiction unless the
     ineffectiveness of such provision would result in such a
     material change as to cause completion of the transactions
     contemplated hereby to be unreasonable.

     19.6.  COUNTERPARTS.  This Agreement may be executed by the
     parties hereto on any number of separate counterparts, and all
     such counterparts taken together shall constitute one and the
     same instrument.  It shall not be necessary in making proof of
     this Agreement to produce or account for more than one
     counterpart signed by the party to be charged.

     19.7.  GOVERNING LAW; NO THIRD PARTY RIGHTS.  This
     Agreement, the other Loan Documents and the Notes and the
     rights and obligations of the parties hereunder and thereunder
     shall be governed by and construed and interpreted in
     accordance with the internal Laws of the State of Missouri
     applicable to contracts made and to be performed wholly within
     such state, without regard to choice or conflict of laws
     provisions.  This Agreement is solely for the benefit of the
     parties hereto and their respective successors and assigns,
     and no other Person shall have any right, benefit, priority or
     interest under, or because of the existence of, this
     Agreement.

     19.8.  COUNTERPART FACSIMILE EXECUTION.  For purposes of
     this Agreement, a document (or signature page thereto) signed
     and transmitted by facsimile machine or telecopier is to be
     treated as an original document.  The signature of any Person
     thereon, for purposes hereof, is to be considered as an
     original signature, and the document transmitted is to be
     considered to have the same binding effect as an original
     signature on an original document.  At the request of any
     party hereto, any facsimile or telecopy document is to be re-
     executed in original form by the Persons who executed the
     facsimile or telecopy document.  No party hereto may raise the
     use of a facsimile machine or telecopier or the fact that any
     signature was transmitted through the use of a facsimile or
     telecopier machine as a defense to the enforcement of this
     Agreement or any amendment or other document executed in
     compliance with this Section.

     19.9.  NO OTHER AGREEMENTS.  There are no other agreements
     between Lender and Borrower, oral or written, concerning the
     subject matter of the Loan Documents, and all prior agreements
     concerning the same subject matter, including any proposal or
     Commitment Letter, are merged into the Loan Documents and
     thereby extinguished.

     19.10. NEGOTIATED TRANSACTION.  Borrower and Lender
     represent each to the others that in the negotiation and
     drafting of this Agreement and the other Loan Documents they
     have been represented by and have relied upon the advice of
     counsel of their choice.  Borrower and Lender affirm that
     their counsel have both had substantial roles in the drafting
     and negotiation of this Agreement and Lender affirms that its
     counsel has participated in the drafting and negotiation of
     this Agreement; therefore, this Agreement will be deemed
     drafted by all of Borrower and Lender and the rule of
     construction to the effect that any ambiguities are to be
     resolved against the drafter will not be employed in the
     interpretation of this Agreement.

     19.11. MANDATORY ARBITRATION.

            19.11.1.     Any controversy or claim between or among
            the parties hereto arising out of or relating to this
            Agreement or the other Loan Documents, including any
            claim


                                    35
<PAGE> 43

            based on or arising from an alleged tort, shall be
            determined by binding arbitration in accordance with
            the Federal Arbitration Act (or if not applicable, the
            applicable state law), the Rules of Practice and
            Procedure for the Arbitration of Commercial Disputes
            of Judicial Arbitration and Mediation Services, Inc.,
            predecessor in interest to Endispute, Inc., doing
            business as "J.A.M.S./Endispute" and the "Special
            Rules" set forth below.  In the event of any
            inconsistency, the Special Rules shall control.
            Judgment upon any arbitration award may be entered in
            any court having jurisdiction.  Any party to this
            Agreement may bring an action, including a summary or
            expedited proceeding, to compel arbitration of any
            controversy or claim to which this Agreement applies
            in any court having jurisdiction over such action.

            19.11.2.       The arbitration shall be conducted in
            the St. Louis, Missouri and administered by
            J.A.M.S./Endispute who will appoint an arbitrator; if
            J.A.M.S./Endispute is unable or legally precluded from
            administering the arbitration, then the American
            Arbitration Association will serve.  All arbitration
            hearings will be commenced within ninety (90) calendar
            days of the demand for arbitration; further, the
            arbitrator shall only, upon a showing of cause, be
            permitted to extend the commencement of such hearing
            for up to an additional sixty (60) calendar days.

            19.11.3.       Nothing in this Agreement shall be
            deemed to (i) limit the applicability of any otherwise
            applicable statutes of limitation or repose and any
            waivers contained in this Agreement; or (ii) be a
            waiver by Lender of the protection afforded to it by
            12 U.S.C. Sec. 91 or any substantially equivalent
            state law; or (iii) limit the right of Lender (A) to
            exercise self help remedies such as (but not limited
            to) setoff, or (B) to obtain from a court provisional
            or ancillary remedies such as (but not limited to)
            injunctive relief or the appointment of a receiver.
            Lender may exercise such self help rights, obtain such
            provisional or ancillary remedies, or take any other
            action permitted by law or equity against Borrower or
            any other Person liable for all or any portion of the
            Loan Obligations, before, during or after the pendency
            of any arbitration proceeding brought pursuant to this
            Agreement or any of the other Loan Documents.  Neither
            the exercise of self help remedies nor the institution
            or maintenance of an action for foreclosure or
            provisional or ancillary remedies shall constitute a
            waiver of the right of any party, including the
            claimant in any such action, to arbitrate the merits
            of the controversy or claim occasioning resort to such
            remedies.  No provision herein or in this Agreement or
            the Loan Documents regarding submission to
            jurisdiction, choice of forum, jury trial waiver,
            and/or venue in any court is intended or shall be
            construed to be in derogation of the provisions herein
            or therein for arbitration of any controversy or
            claim.

     19.12. CHOICE OF FORUM.  SUBJECT ONLY TO THE EXCEPTION IN THE
     NEXT SENTENCE, BORROWER AND LENDER HEREBY AGREE TO THE
     EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE EASTERN
     DISTRICT OF MISSOURI AND THE STATE COURTS OF MISSOURI LOCATED
     IN ST. LOUIS COUNTY, MISSOURI, AND WAIVE ANY OBJECTION BASED
     ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION
                 ----- --- ----------
     INSTITUTED THEREIN, AND AGREE THAT ANY DISPUTE CONCERNING THE
     RELATIONSHIP BETWEEN LENDER AND BORROWER OR THE CONDUCT OF ANY
     OF THEM IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL
     BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE.  NOTWITHSTANDING
     THE FOREGOING: (1) LENDER SHALL HAVE THE RIGHT TO BRING ANY
     ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN ANY
     COURTS OF ANY OTHER JURISDICTION LENDER DEEM NECESSARY OR
     APPROPRIATE, AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES
     THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY
     PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED
     OUTSIDE THOSE JURISDICTIONS.


                                    36
<PAGE> 44

     19.13. SERVICE OF PROCESS.  BORROWER HEREBY WAIVE PERSONAL
     SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL
     SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN
     RECEIPT REQUESTED) DIRECTED TO BORROWER AT ITS ADDRESS SET
     FORTH ON THE SIGNATURE PAGES HEREOF, AND SERVICE SO MADE SHALL
     BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE
     BEEN SO DEPOSITED IN THE U.S. MAILS; OR AT LENDER'S OPTION, BY
     SERVICE UPON CT CORPORATION, WHICH BORROWER IRREVOCABLY
     APPOINTS AS BORROWER'S AGENT FOR THE PURPOSE OF ACCEPTING
     SERVICE OF PROCESS WITHIN THE STATE OF MISSOURI.  LENDER SHALL
     PROMPTLY FORWARD BY REGISTERED MAIL ANY PROCESS SO SERVED UPON
     SAID AGENT TO BORROWER AT ITS ADDRESS ON THE SIGNATURE PAGES
     HEREOF.  NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF
     LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
     LAW.  BORROWER SHALL CAUSE EACH OTHER BORROWER TO AGREE TO THE
     TERMS OF THIS SECTION.

     19.14. JURY TRIAL.  BORROWER AND LENDER HEREBY WAIVE ANY
     RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
     OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER LOAN
     DOCUMENT, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR
     INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR EITHER OF
     THEM IN RESPECT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
     OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
     WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
     SOUNDING IN CONTRACT OR TORT OR OTHERWISE.  BORROWER AND
     LENDER AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION
     OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
     JURY AND THAT EITHER MAY FILE AN ORIGINAL COUNTERPART OR A
     COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF
     THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT
     TO TRIAL BY JURY.  BORROWER SHALL CAUSE EACH OTHER BORROWER TO
     AGREE TO THE TERMS OF THIS SECTION.

     19.15. INCORPORATION BY REFERENCE.  All of the terms of the
     other Loan Documents are incorporated in and made a part of
     this Agreement by this reference.

     19.16. STATUTORY NOTICE.  The following notice is given
     pursuant to Section 432.045 of the Missouri Revised Statutes;
     nothing contained in such notice shall be deemed to limit or
     modify the terms of the Loan Documents:

     ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR
     TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING
     PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.  TO
     PROTECT YOU (BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDING
     OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
     MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
     AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS
     WE MAY LATER AGREE IN WRITING TO MODIFY IT.

     19.17. STATUTORY NOTICE-INSURANCE.  The following notice is
     given pursuant to Section 427.120 of the Missouri Revised
     Statutes; nothing contained in such notice shall be deemed to
     limit or modify the terms of the Loan Documents:

     UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED
     BY YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR
     EXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL.  THIS
     INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS.  THE


                                    37
<PAGE> 45

     COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE
     OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION WITH THE
     COLLATERAL.  YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY
     US, BUT ONLY AFTER PROVIDING EVIDENCE THAT YOU HAVE OBTAINED
     INSURANCE AS REQUIRED BY OUR AGREEMENT.  IF WE PURCHASE
     INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE
     COSTS OF THAT INSURANCE, INCLUDING THE INSURANCE PREMIUM,
     INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION
     WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE
     OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE.  THE COSTS
     OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING
     BALANCE OR OBLIGATION.  THE COSTS OF THE INSURANCE MAY BE MORE
     THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR
     OWN.


              [REMAINDER OF PAGE INTENTIONALLY BLANK]




                                    38
<PAGE> 46

     IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by appropriate duly authorized officers on April
22, 1998.



                      FALCON PRODUCTS, INC.

                      By:         /s/ Michael Dreller
                                  -----------------------------------
                      Print Name: MICHAEL DRELLER
                                  -----------------------------------
                      Title:
                                  -----------------------------------


                      FALCON HOLDINGS, INC.

                      By:         /s/ Darryl C. Rosser
                                  -----------------------------------
                      Print Name: DARRYL C. ROSSER
                                  -----------------------------------
                      Title:      President
                                  -----------------------------------


                      FALCON DE JUAREZ, S.A. DE C.V.


                      By:         /s/ Darryl C. Rosser
                                  -----------------------------------
                      Print Name: DARRYL C. ROSSER
                                  -----------------------------------
                      Title:      Director
                                  -----------------------------------


                      FUNDUCIONES TECHNICAS, S.A.


                      By:         /s/ Darryl C. Rosser
                                  -----------------------------------
                      Print Name: DARRYL C. ROSSER
                                  -----------------------------------
                      Title:      Director
                                  -----------------------------------


                      FALCON DE BAJA CALIFORNIA, S.A. DE C.V.


                      By:         /s/ Darryl C. Rosser
                                  -----------------------------------
                      Print Name: DARRYL C. ROSSER
                                  -----------------------------------
                      Title:      Director
                                  -----------------------------------


                      FALCON MIMON, A.S., formerly known as MITON, a.s.


                      By:         /s/ Darryl C. Rosser
                                  -----------------------------------
                      Print Name: DARRYL C. ROSSER
                                  -----------------------------------
                      Title:      Director
                                  -----------------------------------


                                    39
<PAGE> 47

                      HOWE FURNITURE CORPORATION


                      By:         /s/ Darryl C. Rosser
                                  -----------------------------------
                      Print Name: DARRYL C. ROSSER
                                  -----------------------------------
                      Title:      CEO
                                  -----------------------------------


                      JOHNSON INDUSTRIES, INC.


                      By:         /s/ Darryl C. Rosser
                                  -----------------------------------
                      Print Name: DARRYL C. ROSSER
                                  -----------------------------------
                      Title:      President
                                  -----------------------------------


                      HOWE EUROPE A/S


                      By:         /s/ Darryl C. Rosser
                                  -----------------------------------
                      Print Name: DARRYL C. ROSSER
                                  -----------------------------------
                      Title:      Director
                                  -----------------------------------


                      FALCON PRODUCTS  (SHENZHEN) LIMITED, also known as Falcon
                      Products China, Limited


                      By:         /s/ Michael J. Dreller
                                  ------------------------------------
                      Print Name: MICHAEL J. DRELLER
                                  -----------------------------------
                      Title:      Director
                                  -----------------------------------



                                    40
<PAGE> 48

                      Notice Address for all Borrowers:
                      --------------------------------

                      Falcon Products, Inc.
                      9387 Dielman Industrial Drive
                      St. Louis, Missouri 63132
                      Attn:  Michael J. Dreller, Chief Financial Officer
                      FAX No.: 314-991-9295
                      Confirming Telephone No.: 314-991-9204

                           with a copy to:
                           --------------

                      Robert Wexler, Esq.
                      Gallop, Johnson & Neuman, L.C.
                      101 South Hanley Road
                      St. Louis, Missouri 63105
                      FAX No.: 314-862-1219
                      Confirming Telephone No.: 314-862-1200



                      NATIONSBANK, N.A.

                      By:         /s/ Jeffrey S. Potts
                                  -----------------------------------
                      Print Name: JEFFREY S. POTTS
                                  -----------------------------------
                      Title:      SENIOR VICE PRESIDENT
                                  -----------------------------------

                      Notice Address for Lender:
                      -------------------------

                      NationsBank, N.A.
                      One NationsBank Plaza
                      800 Market Street
                      St. Louis, Missouri 63101
                      Attention: Jeffrey S. Potts
                      FAX No.: 314-466-6744
                      Confirming Telephone No.: 314-466-6061

                           with a copy to:
                           --------------

                      Lewis, Rice & Fingersh, L.C.
                      500 North Broadway, Suite 2000
                      St. Louis, Missouri 63102
                      Attention:  Steven C. Drapekin, Esq.
                      FAX No.: 314-241-6056
                      Confirming Telephone No.: 314-444-7600


                                    41
<PAGE> 49
                       EXHIBIT 2.1

           GLOSSARY AND INDEX OF DEFINED TERMS


ACCOUNT -- as to any Person, the right of such Person to payment for
goods sold or leased or for services rendered by such Person.

ACCOUNT DEBTOR -- the obligor on any Account.

ACQUIRING COMPANY -- the Person obligated to pay or provide the
consideration payable in connection with a Permitted Acquisition
upon the consummation thereof.

ADJUSTED EURODOLLAR RATE -- the rate of interest defined in Section 4.

ADJUSTED EURODOLLAR BASE RATE -- for any Eurodollar Loan for any
Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) determined by the Agent to
be equal to the quotient obtained by dividing (a) the Eurodollar
Rate for such Eurodollar Loan for such Interest Period by (b) the
result of subtracting from one the Reserve Requirement for such
Eurodollar Loan for such Interest Period expressed as a decimal.

ADVANCE -- a Revolving Loan Advance.

ADVANCE DATE -- the date on which an Advance is requested by Borrower
to be made, or is otherwise contemplated or intended to be made, as
provided herein.

AFFILIATE -- with respect to any Person, (a) any other Person who is
a partner, director, officer or stockholder of such Person; and
(b) any other Person which, directly or indirectly, is in control
of, is controlled by or is under common control with such Person,
and any partner, director, officer or stockholder of such other
Person described.  For purposes of this Agreement, control of a
Person by another Person shall be deemed to exist if such other
Person has the power, directly or indirectly, either to (i) vote
twenty percent (20%) or more of the securities or partnership
interests having the power to vote in an election of directors of
such Person, or (ii) direct the management of such Person, whether
by contract or otherwise and whether alone or in combination with
others.

ASBESTOS MATERIAL -- either asbestos or asbestos-containing materials.

BENEFICIAL OWNER -- as defined in Rule 13-D-3 of the Securities and
Exchange Commission.

BORROWING OFFICER -- each individual of Borrower who is duly
authorized by Borrower to submit a request for an Advance on behalf
of Borrower.

BUSINESS DAY -- a day other than a Saturday, Sunday or other day on
which commercial banks are authorized or required to close under
the Laws of either the United States or the State of Missouri.

CAPITAL EXPENDITURE -- an expenditure for an asset that must be
depreciated or amortized under GAAP, for goodwill, or for any asset
that under GAAP must be treated as a capital asset, including
payments under Capital Leases.  An expenditure for purposes of this
definition includes any deferred or seller financed portion of the
purchase price of an asset and the original capitalized amount of
a Capital Lease.


                                    2.1-i
<PAGE> 50

The original capitalized amount of all Capital Leases shall be
taken into account during the applicable calculation period in
which such Capital Leases were entered.

CAPITAL LEASE -- any lease that has been or should be capitalized
under GAAP.

CHARTER DOCUMENTS -- the articles or certificate of incorporation and
bylaws of a corporation; the certificate of limited partnership and
partnership agreement of a limited partnership; the partnership
agreement of a general partnership; the articles of organization
and operating agreement of a limited liability company; or the
indenture of a trust.

COBRA -- the Consolidated Omnibus Budget Reconciliation Act.

CODE -- the Internal Revenue Code of 1986 and all regulations
thereunder of the IRS.

COMMITMENT -- the Revolving Loan Commitment of Lender.

COMMONLY CONTROLLED ENTITY -- a Person which is under common control
with another Person within the meaning of Section 414(b) or (c) of
the Code.

CONTRACT -- any contract, note, bond, indenture, deed, mortgage,
deed of trust, security agreement, pledge, hypothecation agreement,
assignment, or other agreement or undertaking, or any security.

DEFAULT -- any of the events listed in Section 14.1 of this
Agreement, without giving effect to any requirement for the giving
of notice, for the lapse of time, or both, or for the happening of
any other condition, event or act.

DEFAULT RATE -- the rate of interest payable on each Loan after its
Maturity and in certain other circumstances as provided in
Section 4.6.

DISCLOSURE SCHEDULE -- the disclosure schedule of Borrower attached
hereto as Exhibit 11.

DOL -- the United States Department of Labor.

DOLLARS and the sign $ -- lawful money of the United States.

EBITDA -- defined in Section 13.1.

EFFECTIVE DATE -- the date when this Agreement is effective as
provided in Section 1.

EMPLOYMENT LAW -- ERISA, the Occupational Safety and Health Act, the
Fair Labor Standards Act, or any other Law pertaining to the terms
or conditions of labor or safety in the workplace or discrimination
or sexual harassment in the workplace.

ENVIRONMENTAL LAW -- the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability
Act, the Clean Water Act, the Clean Air Act, or any other Law
pertaining to environmental quality or remediation of Hazardous
Material.

EPA -- the United States Environmental Protection Agency.

ERISA -- the Employee Retirement Income Security Act of 1974.


                                    2.1-ii
<PAGE> 51

ERISA AFFILIATE -- as to any Person, any trade or business
(irrespective of whether incorporated) which is a member of a group
of which such Person is a member and thereafter treated as a single
employer under "414(b), (c), (m) or (o) of the Code or applicable
Treasury Regulations.

EURODOLAR ADVANCEe -- an Advance that will become a Eurodollar Loan.

EURODOLLAR LOAN -- any portion of a Loan on which interest accrues at
the Adjusted Eurodollar Rate.

EURODOLLAR RATE -- the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%), as determined by Lender appearing, in
the case of a Eurodollar Loan denominated in Dollars, on Dow Jones
Markets Page 3750 (or any successor page) as the London interbank
offered rate for deposits in Dollars, at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period.  If
for any reason such rate for a Eurodollar Loan denominated in
dollars is not available, the term Eurodollar Rate shall mean, for
any Eurodollar Loan for any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
appearing on Reuters Screen LIBO Page as the London interbank
offered rate for deposits in Dollars at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period;
provided, however, if more than one rate is specified on Reuters
Screen LIBO Page, the applicable rate shall be the arithmetic mean
of all such rates (rounded upwards, if necessary, to the nearest
1/100 of 1%).

EVENT OF DEFAULT -- any of the events listed in Section 14.1 of this
Agreement as to which any requirement for the giving of notice, for
the lapse of time, or both, or for the happening of any further
condition, event or act has been satisfied.

EXECUTION DATE -- the date when this Agreement has been executed.

EXISTING DEFAULT -- an Event of Default which has occurred and is
continuing, which has not been waived in writing by Lender.

FEDERAL FUNDS RATE -- the per annum interest rate so designated from
time to time as the Federal Funds Rate by Lender, which is only a
reference rate and does not necessarily represent the lowest or
best rate charged to any customer of Lender or the actual cost of
funds of Lender or that Lender may obtain from the Federal Reserve
Bank or any member of the Federal Reserve.

FEDERAL FUNDS RATE ADVANCE -- an Advance that will become a Federal
Funds  Rate Loan.

FEDERAL FUNDS RATE LOAN -- any portion of a Loan on which interest
accrues at the Federal Funds Rate.

FINANCIAL STATEMENTS -- the most recent of the Initial Financial
Statements and the financial statements of Borrower required to be
furnished to Lender under Section 11.13 of this Agreement.

FRB -- the Board of Governors of the Federal Reserve System and any
successor thereto or to the functions thereof.

GAAP -- those generally accepted accounting principles set forth in
Statements of the Financial Accounting Standards Board and in
Opinions of the Accounting Principles Board of the American
Institute of Certified Public Accountants or which have other
substantial authoritative support in the United States and are
applicable in the circumstances, as applied on a consistent basis.


                                    2.1-iii
<PAGE> 52

GOVERNMENTAL AUTHORITY -- the federal government of the United States;
the government of any foreign country that is recognized by the
United States or is a member of the United Nations; any state of
the United States; any local government or municipality within the
territory or under the jurisdiction of any of the foregoing; any
department, agency, division, or instrumentality of any of the
foregoing; and any court, arbitrator, or board of arbitrators whose
orders or judgements are enforceable by or within the territory of
any of the foregoing.

HAZARDOUS MATERIAL -- any hazardous, radioactive, toxic, solid or
special waste, material, substance or constituent thereof, or any
other such substance (as defined under any applicable Law or
regulation), including Asbestos Material.  Hazardous Material does
not include materials or products containing hazardous constituents
which are not considered to be waste under the applicable
Environmental Law or which are considered to be waste but are
transported, handled or disposed of in accordance with the
applicable Environmental Law, or Asbestos Material which is not
friable.

INDEBTEDNESS -- as to any Person at any particular date, any
contractual obligation enforceable against such Person (i) to repay
borrowed money; (ii) to pay the deferred purchase price of property
or services; (iii) to make payments or reimbursements with respect
to bank acceptances or to a factor; (iv) to make payments or
reimbursements with respect to letters of credit whether or not
there have been drawings thereunder; (v) with respect to which
there is any Security Interest in any property of such Person;
(vi) to make any payment or contribution to a Multi-Employer Plan;
(vii) that is evidenced by a note, bond, debenture or similar
instrument; (viii) under any conditional sale agreement or title
retention agreement; or (ix) to pay interest or fees with respect
to any of the foregoing.  Indebtedness also includes any other
Obligation that either (i) is non-contingent and liquidated in
amount or (ii) should under GAAP be included in liabilities and not
just as a footnote on a balance sheet.

INDIRECT OBLIGATION -- as to any Person, (a) any guaranty by such
Person of any Obligation of another Person; (b) any Security
Interest in any property of such Person that secures any Obligation
of another Person, (c) any enforceable contractual requirement that
such Person (i) purchase an Obligation of another Person or any
property that is security for such Obligation, (ii) advance or
contribute funds to another Person for the payment of an Obligation
of such other Person or to maintain the working capital, net worth
or solvency of such other Person as required in any documents
evidencing an Obligation of such other Person, (iii) purchase
property, securities or services from another Person for the
purpose of assuring the beneficiary of any Obligation of such other
Person that such other Person has the ability to timely pay or
discharge such Obligation, (iv) grant a Security Interest in any
property of such Person to secure any Obligation of another Person,
or (v) otherwise assure or hold harmless the beneficiary of any
Obligation of another Person against loss in respect thereof; and
(d) any other contractual requirement enforceable against such
Person that has the same substantive effect as any of the
foregoing.  The term Indirect Obligation does not, however, include
the indorsement by a Person of instruments for deposit or
collection in the ordinary course of business or the liability of
a general partner of a partnership for Obligations of such
partnership.  The amount of any Indirect Obligation of a Person
shall be deemed to be the stated or determinable amount of the
Obligation in respect of which such Indirect Obligation is made or,
if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by such Person in good
faith.

INITIAL FINANCIAL STATEMENTS -- the financial statements, including the
pro-forma financial statements, of Borrower referred to in
Section 8.1.2.

INTEREST HEDGE OBLIGATION -- any obligations of Borrower to Lender
under an agreement or agreements between Borrower and Lender under
which the exposure of Borrower to fluctuations in interest rates is


                                    2.1-iv
<PAGE> 53

effectively limited, whether in the form of one or more interest
rate cap, collar, or corridor agreements, interest rate swaps, or
the like, or options therefor.

INTEREST PERIOD -- the period during which a particular Adjusted
Eurodollar Rate applies to a Eurodollar Loan, as selected by
Borrower as provided in Section 4.1.

INVENTORY -- goods owned and held by a Person for sale, lease or
resale or furnished or to be furnished under contracts for
services, and raw materials, goods in process, materials, component
parts and supplies used or consumed, or held for use or consumption
in such Person's business.

INVESTMENT -- (a) a loan or advance of money or property to a Person,
(b) stock or other equity interest in a Person, (c) a debt
instrument issued by a Person, whether or not convertible to stock
or other equity interest in such Person, or (d) any other interest
in or rights with respect to a Person which include, in whole or in
part, a right to share, with or without conditions or restrictions,
some or all of the revenues or net income of such Person.

IRS -- the Internal Revenue Service.

LAW -- any statute, rule, regulation, order, judgment, award or
decree of any Governmental Authority.

LENDER -- is defined in the Preamble of this Agreement.

LENDING OFFICE -- the Lender set forth on the signature page hereto,
or such other address or wire instructions as Lender may designate
from time to time by notice to Borrower in accordance with the
terms of Section 19.1.

LOAN -- a Revolving Loan.

LOAN DOCUMENTS -- this Agreement, the Notes, and all other
agreements, certificates, documents, instruments and other writings
executed in connection herewith.

LOAN OBLIGATIONS -- all of Borrower's Indebtedness owing to Lender
under the Loan Documents, whether as principal, interest, fees or
otherwise, all reimbursement obligations of Borrower, and all other
Obligations and liabilities of Borrower to Lender under the Loan
Documents and all Interest Hedge Obligations (in each cased
including all extensions, renewals, modifications, rearrangements,
restructures, replacements and refinancings of the foregoing,
whether or not the same involve modifications to interest rates or
other payment terms), whether now existing or hereafter created,
absolute or contingent, direct or indirect, joint or several,
secured or unsecured, due or not due, contractual or tortious,
liquidated or unliquidated, arising by operation of law or
otherwise, including but not limited to the obligation of Borrower
to repay future advances by Lender, whether or not made pursuant to
commitment and whether or not presently contemplated by Borrower
and/or Lender in the Loan Documents.

MATERIAL ADVERSE EFFECT -- as to any Person and with respect to any
event or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, investigation or
proceeding), a material adverse effect on the business, operations,
revenues, financial condition, property, or business prospects of
all of the Borrowers taken as a whole, or the value of property of
all of the Borrowers taken as a whole, or the ability of the
Borrowers, taken as a whole, to timely pay or perform the
Borrower's Obligations generally, or to Lender specifically.


                                    2.1-v
<PAGE> 54

MATERIAL AGREEMENT -- as to any Person, any Contract to which such
Person is a party or by which such Person is bound which, if
violated or breached, has or is reasonably likely to have a
Material Adverse Effect on such Person, or any Borrower, and with
respect to the Borrower, and the Loan Documents.

MATERIAL LAW -- any separately enforceable provision of a Law whose
violation by a Person has or is reasonably likely to have a
Material Adverse Effect with respect to such Person or any
Borrower.

MATERIAL LICENSE -- (i) as to any Borrower, any license, permit or
consent from a Governmental Authority or other Person and any
registration and filing with a Governmental Authority or other
Person which if not obtained, held or made by such Borrower has or
is reasonably likely to have a Material Adverse Effect with respect
to such Borrower or any other Borrower and (ii) as to any Person
who is a party to this Agreement or any of the other Loan
Documents, any license, permit or consent from a Governmental
Authority or other Person and any registration or filing with a
Governmental Authority or other Person that is necessary for the
execution or performance by such party, or the validity or
enforceability against such party, of this Agreement or such other
Loan Document.

MATERIAL OBLIGATION -- as to any Person, an Obligation of such Person
which if not fully and timely paid or performed has or is
reasonably likely to have a Material Adverse Effect on such Person
or any Borrower.

MATERIAL PROCEEDING -- any litigation, investigation or other
proceeding by or before any Governmental Authority (i) which
involves any of the Loan Documents or any of the transactions
contemplated thereby, or involves a Borrower as a party or any
property of Borrower and has or is reasonably likely to have a
Material Adverse Effect on a Borrower if adversely determined,
(ii) in which there has been issued an injunction, writ, temporary
restraining order or any other order of any nature which purports
to restrain or enjoin the making of any Advance, the consummation
of any other transaction contemplated by the Loan Documents, or the
enforceability of any provision of any of the Loan Documents,
(iii) which involves the actual or alleged breach or violation by
a Borrower of, or default by a Borrower under, any Material
Agreement and has or is reasonably likely to have a Material
Adverse Effect on a Borrower, or (iv) which involves the actual or
alleged violation by a Borrower of any Material Law and has or is
reasonably likely to have a Material Adverse Effect on a Borrower.

MATURITY -- as to any Indebtedness, the time when it becomes payable
in full, whether at a regularly scheduled time, because of
acceleration or otherwise.

MULTI-EMPLOYER PLAN -- a Pension Benefit Plan which is a multi-
employer plan as defined in Section 4001(a)(3) of ERISA.

NOTE -- any Revolving Note .

OBLIGATION -- as to any Person, any Indebtedness of such Person, any
guaranty by such Person of any Indebtedness of another Person, and
any contractual requirement enforceable against such Person that
does not constitute Indebtedness of such Person or a guaranty by
such Person but which would involve the expenditure of money by
such Person if complied with or enforced.

PBGC -- the Pension Benefit Guaranty Corporation.

PENSION BENEFIT PLAN -- any pension or profit-sharing plan which is
covered by Title I of ERISA and all other benefit plans, in each
case in respect of which a Borrower or a Commonly Controlled Entity
of such Borrower is an "employer" as defined in Section 3(5) of
ERISA.


                                    2.1-vi
<PAGE> 55

PERMITTED ACQUISITION -- any acquisition which is permitted by Section
12.17.

PERMITTED INDEBTEDNESS -- Indebtedness that Borrower is permitted under
Section 12.2 to incur, assume, or allow to exist.

PERMITTED INDIRECT OBLIGATIONS -- Indirect Obligations that Borrower is
permitted under Section 12.6 to create, incur, assume, or allow to
exist.

PERMITTED INVESTMENTS -- Investments that Borrower is permitted under
Section 12.1 to make in other Persons.

PERMITTED SECURITY INTERESTS -- Security Interests that Borrower is
permitted under Section 12.3 to create, incur, assume, or allow to
exist.

PERSON -- any individual, partnership, corporation, trust,
unincorporated association, joint venture, limited liability
company, Governmental Authority, or other organization in any form
that has the legal capacity to sue or be sued.  If the context so
implies or requires, the term Person includes Borrower.

PRIME RATE -- the per annum interest rate so designated from time to
time as the Prime Rate by Lender, which is a reference rate and
does not necessarily represent the lowest or best rate charged to
any customer of Lender.

PRIME RATE ADVANCE -- an Advance that will become a Prime Rate Loan.

PRIME RATE LOAN -- any portion of a Loan on which interest accrues at
the Prime Rate.

QUALIFIED FINANCIAL INSTITUTION -- is any commercial bank chartered
under the laws of the United States or any state thereof which has
capital and surplus of not less than $500,000,000.

REGULATION D, REGULATION G, AND REGULATION U -- respectively, Regulation
D issued by the FRB, Regulation G issued by the FRB, and Regulation
U issued by the FRB.

REPORTABLE EVENT -- a reportable event as defined in Title IV of ERISA
or the regulations thereunder.

RESPONSIBLE OFFICER -- as to any Person that is not an individual,
partnership or trust, the Chairman of the Board of Directors, the
President, the chief executive officer, the chief operating
officer, the chief financial officer, the Treasurer, or the
Secretary (provided, however, that for all Borrowers other than
Falcon Products, Inc. neither the Treasurer nor the Secretary shall
be deemed to be a Responsible Officer) as to any partnership, any
individual who is a general partner thereof or any individual who
has general management or administrative authority over all or any
principal unit of the partnership's business; and as to any trust,
any individual who is a trustee.

REVOLVING LOAN -- Lender's aggregate Revolving Loan Advances.

REVOLVING LOAN ADVANCE -- an advance by Lender under the Revolving
Loan Commitment.

REVOLVING LOAN COMMITMENT -- the commitment of Lender as stated in
Section 3.1.1. to fund Revolving Advances.


                                    2.1-vii
<PAGE> 56

REVOLVING LOAN MATURITY DATE --  April 22, 2000.

REVOLVING NOTE -- any note delivered to Lender as required by
Section 3.1.3 to evidence Borrower's obligation to repay Lender's
Revolving Loan.

SECURITY INTEREST -- as to any item of tangible or intangible
property, any interest therein or right with respect thereto that
secures an Obligation or an Indirect Obligation, whether such
interest or right is created under a Contract, or by operation of
law or statute (such as but not limited to a statutory lien for
work or materials), or as a result of a judgment, or which arises
under any form of preferential or title retention agreement or
arrangement (including a conditional sale agreement or a lease)
that has substantially the same economic effect as any of the
foregoing.

SOLVENT -- as to any Person, such Person not being "insolvent"
within the meaning of Section 101(32) of the Bankruptcy Code,
Section 2 of the Uniform Fraudulent Transfer Act (the "UFTA") or
Section 428.014 of the Missouri Revised Statutes, (ii) such Person
not having unreasonably small capital, within the meaning of
Section 548 of the Bankruptcy Code, Section 4 of the UFTA or
Section 428.024 of the Missouri Revised Statutes, and (iii) such
Person not being unable to pay such Person's debts as they become
due within the meaning of Section 548 of the Bankruptcy Code,
Section 4 of the UFTA or Section 428.024 of the Missouri Revised
Statutes.

SUBSIDIARY -- as to any Person, a corporation, limited liability
company, trust or partnership with respect to which more than 20%
of the outstanding shares of stock, membership interests,
partnership interests or trustee powers having ordinary voting
power (other than stock having such power only by reason of the
happening of a contingency) is at the time owned by such Person or
by one or more Subsidiaries of such Person.

TAX -- as to any Person, any tax, assessment, fee, or other charge
levied by a Governmental Authority on the income or property of
such Person, including any interest or penalties thereon, and which
is payable by such Person.

THIS AGREEMENT -- this document (including every document that is
stated herein to be an appendix, exhibit or schedule hereto,
whether or not physically attached to this document).

TOTAL FUNDED INDEBTEDNESS -- defined in Section 13.1.

UCC -- the Uniform Commercial Code as in effect from time to time
in the State of Missouri or such other similar statute as in effect
from time to time in Missouri or any other appropriate
jurisdiction.

UNITED STATES -- when used in a geographical sense, all the states of
the United States of America and the District of Columbia; and when
used in a legal jurisdictional sense, the government of the country
that is the United States of America.

WELFARE BENEFIT PLAN -- any plan described by Section 3(1) of ERISA.



                                    2.1-viii
<PAGE> 57

                       EXHIBIT 7.7
                       -----------

        FORM OF REQUEST FOR REVOLVING LOAN ADVANCE




NationsBank, N.A.
One NationsBank Plaza
800 North Market Street
St. Louis, Missouri 63101
Attn.: Jeffrey S. Potts

Re:  Loan Agreement effective April 22, 1998 between Falcon
     Products, Inc. and its Subsidiaries. ("Borrower) and
     NationsBank, N.A. ("Lender"), as it may be amended, modified,
     restated or replaced from time to time (the "Loan Agreement")

Attention:

Ladies and Gentlemen:

     The undersigned is the authorized Borrowing Officer and, as
such is authorized to make and deliver this Advance Request
pursuant to Section 6.7 of the Loan Agreement.  All capitalized
words used herein that are defined in the Loan Agreement have the
meanings defined in the Loan Agreement.

     Borrower hereby requests that Lender make a Revolving Loan
Advance of $------- to Borrower under the terms of the Loan
Agreement on ---------------.  Of the requested Revolving Loan
Advance, $<-> is to be a Eurodollar Advance, $<-> is to be a Prime
Rate Advance, and $<-> is to be a Federal Funds Rate Advance.  The
Interest Period for the portion that is a Eurodollar Advance is
------ months.  The proceeds of the Advance should be deposited
--------------------, .

     The undersigned hereby certifies on behalf of Borrower that:

     (i)      There is no Existing Default.

     (ii)     The representations and warranties of Borrower in
              Section 9 of the Loan Agreement are true as if made
              on the date hereof (except only for the matters
              described on the attachment hereto, which if
              satisfactory to Lender as provided in the Loan
              Agreement, will become Attachment <--> to the
              Disclosure Schedule).  Borrower understands that the
              attachment hereto will not be deemed attached to the
              Disclosure Schedule, and the conditions precedent to
              the making of the requested Revolving Loan Advance in
              Section 8.2 of the Loan Agreement will not be deemed
              satisfied, unless and until Lender notifies Borrower
              that the matters described in the attachment hereto
              are satisfactory to them).

     (iii)    The amount of the requested Revolving Loan Advance
              will not, when added to the current amount of the
              Aggregate Revolving Loan, exceed the Revolving Loan
              Commitment.

     (iv)     All conditions precedent under Section 8.2 of the
              Loan Agreement have been satisfied, (subject to
              Lender's giving Borrower notice that the matters
              described in the attachment hereto are satisfactory
              to them).


                                    7.7-i
<PAGE> 58


     Executed this ---- day of ---------------, -----.

                                      FALCON PRODUCTS, INC., ON
                                      BEHALF OF ITSELF AND THE OTHER
                                      BORROWERS


                                      By:
                                          --------------------------------
                                      Title:
                                            ------------------------------




                                    7.7-ii
<PAGE> 59

                           EXHIBIT 8.1.1
                           -------------

                 DOCUMENTS AND REQUIREMENTS LIST

1.   Loan Agreement.

2.   $20,000,000 Revolving Note.

3.   Opinion of Counsel to Borrower, in form and substance attached
     hereto and otherwise satisfactory to Lender.

4.   Initial Financial Statements and Pro-Formas.

5.   Certificates of Insurance, evidencing liability, casualty, and
     business interruption insurance, in the name of Borrower,
     reflecting Lender, and its successors and assigns, as primary
     additional insured.

6.   Secretary's Certificate for each of the following (to include
     certified articles of incorporation, certified bylaws,
     certified resolutions, and certificate of incumbency):

     Falcon Products, Inc.
     Falcon Holdings, Inc.
     Falcon de Juarez, S.A. de C.V.
     Funduciones Technicas, S.A.
     Falcon De Baja California, S.A. de C.V.
     Falcon Mimon, a.s.
     Howe Furniture Corporation
     Johnson Industries, Inc.
     Howe Europe A/S
     Falcon Products  (Shenzhen) Limited

7.   Solvency Certificate executed by each of the following:

     Falcon Products, Inc.
     Falcon Holdings, Inc.
     Falcon de Juarez, S.A. de C.V.
     Funduciones Technicas, S.A.
     Falcon De Baja California, S.A. de C.V.
     Falcon Mimon, a.s.
     Howe Furniture Corporation



                                    8.1.1-i
<PAGE> 60
     Johnson Industries, Inc.
     Howe Europe A/S
     Falcon Products  (Shenzhen) Limited

8.   Good Standing Certificates or Fictitious Name Registrations
     for each from the jurisdiction of incorporation for each of
     the following:

     Falcon Products, Inc.
     Falcon Holdings, Inc.
     Falcon de Juarez, S.A. de C.V.
     Funduciones Technicas, S.A.
     Falcon De Baja California, S.A. de C.V.
     Falcon Mimon, a.s.
     Howe Furniture Corporation
     Johnson Industries, Inc.
     Howe Europe A/S
     Falcon Products  (Shenzhen) Limited

9.   UCC search results regarding the following Borrowers from
     filing officers for the following jurisdictions:

           Falcon Products, Inc.
           ---------------------

           Arkansas Secretary of State
           California Secretary of State
           Delaware Secretary of State
           Illinois Secretary of State
           Indiana Secretary of State
           Michigan Secretary of State
           Minnesota Secretary of State
           Mississippi Secretary of State
           Missouri Secretary of State
           St. Louis County Recorder of Deeds (tax and judgment lien
           searches will also be ordered)
           New York Secretary of State
           Ohio Secretary of State
           Tennessee Secretary of State
           Washington, D.C.

           Falcon Products of California, Inc.
           -----------------------------------

           California Secretary of State
           Delaware Secretary of State

10.  Evidence of termination of UCC-1 financing statements filed
     against Howe Furniture Corporation with the Connecticut
     Secretary of State and against Johnson Industries, Inc. with
     the Illinois Secretary of State, the Cook County, Illinois
     Recorder of Deeds, and the Kane County, Illinois Recorder of
     Deeds.



                                    8.1.1-ii
<PAGE> 61

                            EXHIBIT 11
                            ----------

                 DISCLOSURE SCHEDULE OF BORROWER





                                    11-i
<PAGE> 62

                         EXHIBIT 13.14
                         -------------

               FORM OF COMPLIANCE CERTIFICATE

TO:  NATIONSBANK, N.A.

This Compliance Certificate is furnished pursuant to that certain
Loan Agreement by and between Falcon Products, Inc. and its
Subsidiaries ("Borrower") and NationsBank, N.A. ("Lender"),
effective April 22, 1998 (as the same may be amended, modified,
restated or replaced from time to time, the "Loan Agreement").
Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings defined in the Loan
Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

           1.         I am the duly elected Chief Financial Officer
                      of Borrower and am authorized to provide this
                      Certificate on behalf of Borrower pursuant to
                      the Loan Agreement.

           2.         I have reviewed the terms of the Loan
                      Agreement and the Loan Documents and I have
                      made, or have caused to be made under my
                      supervision, a review of the transactions and
                      conditions of Borrower during the accounting
                      period covered by the attached Financial
                      Statements.

           3.         The examinations described in paragraph 2 did
                      not disclose, and I have no knowledge of, the
                      existence of any condition or event which
                      constitutes an Default or Event of Default as
                      of the date of this Compliance Certificate;
                      and to my knowledge all of the representations
                      and warranties of Borrower contained in the
                      Loan Agreement and other Loan Documents are
                      true and correct.

           4.         [Use for annual financial statements: Schedule
                      I attached hereto contains the Financial
                      Statements for Borrower for the fiscal year
                      ended ----------, which are complete and
                      correct in all material respects and have been
                      prepared in accordance with GAAP applied
                      consistently throughout the period and with
                      prior periods (except as disclosed therein).]

                      [Use for quarterly financial statements:
                      Schedule I attached hereto contains the
                      Financial Statements for Borrower for the
                      fiscal quarter ended ----------, which are
                      complete and correct in all material respects
                      (subject to normal year-end audit adjustments)
                      and have been prepared in accordance with GAAP
                      applied consistently throughout the period and
                      with prior periods (except as disclosed
                      therein).]

           5.         Borrower is in compliance with all of the
                      covenants in the Loan Agreement, including the
                      financial covenants in Section 13, and
                      Schedule II attached hereto contains
                      calculations based on Borrower's financial
                      statements and other financial records that
                      show Borrower's


                                    13.14-i
<PAGE> 63

                      compliance with such financial covenants.  The
                      calculations and the data upon which they are
                      based are believed by me to be complete and
                      correct.

This Compliance Certificate, together with the Schedules hereto, is
executed and delivered this ----- day of ------------------------.


FALCON PRODUCTS, INC., on behalf of
itself and each of its Subsidiaries


----------------------------------------
Print Name:
           -----------------------------
Title:
      ----------------------------------


Schedule I - Financial Statements
Schedule II - Financial Covenant Calculations




                                    13.14-ii
<PAGE> 64

             SCHEDULE I TO COMPLIANCE CERTIFICATE
             ------------------------------------

              See current Financial Statements.


           SCHEDULE II TO COMPLIANCE CERTIFICATE
           -------------------------------------

     All calculations done in accordance with GAAP on a
consolidated basis, in accordance with the provisions of the Loan
Agreement and based on the period ended ------------------.  Any
inconsistencies between the descriptions of the items set forth in
this Schedule II and the terms of any of Sections 13.1 through 13.2
shall be resolved in favor of the terms set forth in Sections 13.1
through 13.2.  Reference should be made to Sections 13.1 through
13.2 of the Loan Agreement for more specific instructions regarding
the calculation periods and how the components of the financial
covenants should be calculated.

<TABLE>
<CAPTION>
I.   EBITDA (for preceding 12 month period):
           <C>     <S>                                                                   <C>
           (i)     Net Income                                                            $---------
           (ii)    Federal, State and Local Income
                   Tax expense paid or accrued for as a liability                        $---------
           (iii)   Interest Expense                                                      $---------
           (iv)    Depreciation and amortization
                     expense                                                             $---------
           (v)     Loss on asset sales & dispositions                                    $---------
           (vi)    Extraordinary losses                                                  $---------
           (vii)   Sum of Items (i), (ii), (iii),
                   (iv), (v), and (vi)                                                   $---------
           (viii)  Extraordinary income/gain                                             $---------
           (ix)    Gain on asset sales & dispositions                                    $---------
           (x)     Item (vii) minus the sum of Items
                   (viii) and (ix)--EBITDA                                               $---------

<CAPTION>
II.  MAXIMUM LEVERAGE RATIO (SECTION 13.2)
     <C>   <S>                                                                         <C>
     A.    Total Funded Indebtedness                                                     $---------

     B.    EBITDA for preceding 12 months, per Item I                                    $---------

     C.    Ratio of Item A to Item B                                                      ---------

     D.    Maximum Leverage Ratio permitted by Section 13.2                            2.00 to 1.00


                                    Schedule i
<PAGE> 65

<CAPTION>
III. TOTAL LIABILITIES TO TANGIBLE NET WORTH (SECTION 13.3)
     <C>   <S>                                                                         <C>
     A.    Total Liabilities                                                             $---------

     B.    Tangible Net Worth                                                            $---------

     C.    Ratio of Item A to Item B                                                      ---------

     D.    Maximum ratio of Total Liabilities to
           Tangible Net Worth permitted by Section 13.3                                1.00 to 1.00


<CAPTION>
IV.  MINIMUM CURRENT RATIO (SECTION 13.4)
     <C>   <S>                                                                         <C>
     A.    Current Assets                                                              $-----------

     B.    Current Liabilities                                                         $-----------

     C.    Ratio of Item A to Item B                                                    -----------

     D.    Minimum Ratio required by Section 13.4.                                     2.25 to 1.00
</TABLE>



                                    Schedule ii