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                                                          Exhibit 10.11

                              EMPLOYMENT AGREEMENT
                              --------------------

AGREEMENT, dated the 21st day of March, 2002, between BUSH INDUSTRIES, INC., a
Delaware corporation having its principal place of business in Jamestown, New
York (the "Company"), and David E. White, residing at 2120 SkyLane Drive,
Muscatine, IA 52761 (the "Executive").

                              W I T N E S S E T H:

WHEREAS, the Company considers the establishment and maintenance of a sound and
vital management to be essential to protecting and enhancing the best interests
of the Company and its stockholders; and

WHEREAS, the Executive is being employed as President of the Bush Business
Furniture Division, and the retention of the Executive's services, for and on
behalf of the Company, is materially important to the preservation and
enhancement of the value of the Company's business; and

WHEREAS, the Executive is willing to serve in the employ of the Company as
President of the Bush Business Furniture Division for the period and on the
other terms and conditions hereafter stated;

NOW THEREFORE, the Company and the Executive hereby agree as follows:

1.       Employment. The Company agrees to employ the Executive, and the
         ----------
         Executive agrees to remain in the employ of the Company for the period
         and on the other terms and conditions set forth below.

2.       Term of Agreement.  The initial period of employment under this
         -----------------
         Agreement shall commence on April 1, 2002, and shall end on the third
         anniversary of such date, unless sooner terminated in accordance with
         the terms and conditions hereinafter set forth or unless the term is
         extended by way of the automatic renewal provision contained in this
         Section. On each annual anniversary date of the commencement of the
         initial term hereof, the term of employment hereunder shall, unless
         the Company provides the Executive with written notice to the contrary
         at least sixty (60) days prior to such annual anniversary date, be
         renewed for a term of three (3) years commencing on that annual
         anniversary date. In the event the Company provides such written
         notice of nonrenewal to the Executive at least sixty (60) days prior
         to an annual anniversary date, then the term hereof shall not be
         extended, but the then current three (3) year term in effect shall
         continue for the remaining two (2) years of its term.

3.       Position and Responsibilities. During the period of employment, the
         -----------------------------
         Executive agrees to serve the Company and the Company agrees to employ
         the Executive as its President of the Bush Business Furniture Division,
         with the duties and responsibilities summarized in Attachment A
         attached hereto.

4.       Compensation. For all services rendered by the Executive to or for the
         ------------
         Company and its affiliates in all capacities during the period of
         employment, and for the undertakings as to Confidential Information and
         Competition set forth in Sections 7 and 8 below, the Executive shall be
         entitled to the following:

         (a)      a base salary, payable in installments not less frequent than
                  monthly, at the rate of Two Hundred Ten Thousand ($210,000)
                  Dollars during the initial six months of employment hereunder.
                  After the initial six months, the base salary will increase to

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                  Two Hundred Twenty-Five Thousand ($225,000) Dollars. Salary
                  for any subsequent year shall be based upon the merit system
                  employed for senior management of the Company, but shall not
                  be less than the salary paid for the immediate preceding year;
                  and

         (b)      participation in the Company's profit sharing or executive
                  incentive plan as in effect as of the date hereof at the level
                  set forth in Attachment B attached hereto. The level of
                  participation in such plan in subsequent years shall be based
                  upon the merit system employed for senior management of the
                  Company, but shall not be less than the level of participation
                  for the immediate preceding year; and

         (c)      participation in all Company health, welfare, pension and
                  other employee benefit and fringe benefit plans (including
                  insurance plans and vacation plans or policies) in which all
                  other officers of the Company participate during the period of
                  employment, subject in all events to any changes to the terms
                  and conditions of such plans as in effect from time to time;
                  and

         (d)      participation in the other special allowance and bonus
                  arrangements more particularly described in Attachments B and
                  C attached hereto; and

         (e)      relocation assistance as described in Attachment D attached
                  hereto.

5. Termination of Employment During the Period of Employment.
   ---------------------------------------------------------

         (a)      Termination by the Company  without Good Cause.  The Company
                  ----------------------------------------------
                  may terminate the Executive's employment without Good Cause
                  (as defined in Section 5(f), hereof) only upon sixty (60)
                  days prior written notice to the Executive. If the
                  Executive's employment with the Company is so terminated by
                  the Company and such termination is not a Constructive
                  Termination (as defined in Section 5(f), hereof), the
                  Company, subject to full compliance by the Executive with
                  the provisions of Sections 7 and 8 below, relating to
                  "Confidential Information" and "Competition; Detrimental
                  Conduct," shall pay the Executive, as severance pay, an
                  amount equal to the compensation and benefits that would be
                  payable to the Executive under Sections 4(a), 4(b), and 4(d)
                  above during the next succeeding twenty-four (24) month
                  period if such termination of employment had not occurred, at
                  the time(s), in the installment(s) and on the other terms and
                  conditions that would apply to the payment of such
                  compensation, provided, however, that for purposes of
                  determining the amount of profit sharing payable to
                  Executive under this Section 5(a), such profit sharing award
                  shall be determined based upon the four full fiscal quarters
                  of the Company immediately preceding the date of the
                  afore-described notice to the Executive of Executive's
                  termination hereunder, as described below.

                  The aggregate amount of such profit sharing payable every
                  three (3) months under this Section 5(a) shall equal the (i)
                  the average (the "Average") of the Company's return on sales
                  percentage (calculated before tax or any profit-sharing award)
                  for the above four fiscal quarters (determined by adding the
                  Company's return on sales percentage for each of the above
                  four fiscal quarters and dividing said sum by four), and (ii)
                  multiplied by the Executive's multiple, as set forth in
                  Attachment B, used in calculating the Executive's profit
                  sharing award during the last full fiscal quarter of the
                  Company prior to the date of the above-described notice of
                  termination, (iii) multiplied by the Executive's annual gross
                  base salary as of the date such notice is given hereunder,
                  (iv) with the resulting product multiplied by 2.0. By way of
                  illustration and not limitation, in the event on July 15, the
                  Company gives the

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                  Executive the afore-described sixty day notice of termination,
                  the profit sharing award the Executive would be entitled to
                  hereunder would be the Average of the return on sales
                  percentage for the Company for the four full fiscal quarters
                  ending immediately prior to July 15. Accordingly, if the
                  return on sales percentage for quarter one was 7%, quarter
                  two, 11%, quarter 3, 15% and quarter four, 7%, the Average
                  would be determined by adding the return on sales percentage
                  for each of such fiscal quarters (which would result in the
                  sum of 40%), divided by 4, with a resulting Average
                  percentage of 10%. If the Executive's multiple in the last
                  full fiscal quarter of the Company immediately preceding the
                  date of notice of termination was 7, for example, the
                  Average percentage would be multiplied by 7, resulting in a
                  product of 70%, multiplied by the Executive's annual gross
                  base salary as of the date of such notice. If such gross
                  base annual salary, for example, was $100,000, the profit
                  sharing would equal $70,000, multiplied by 2.0 (the
                  equivalent of twenty-four months in years) or $140,000,
                  which would be paid in eight equal installments over the 24
                  month period, as part of the severance compensation
                  hereunder. In said example, the Executive would, therefore, be
                  entitled hereunder to an aggregate severance compensation
                  payable over said twenty-four month period equal to his
                  annual gross base salary during said twenty-four month period,
                  or $100,000 multiplied by 2.0 or $200,000, plus the
                  above-determined profit sharing award of $140,000, for a
                  total of $340,000, plus the other benefits and entitlements
                  the Executive is to receive hereunder.

                  For the purposes of this Agreement, a termination of
                  employment by the Executive that occurs after the Executive is
                  assigned (without his written consent) duties,
                  responsibilities or reporting relationships not contemplated
                  by Section 3 and not consistent with his position as a senior
                  executive, or after his duties or responsibilities
                  contemplated by Section 3 above are limited in any respect
                  materially detrimental to him, which situation is not remedied
                  within thirty (30) days after the Company receives written
                  notice from the Executive of the situation, shall be deemed a
                  termination by the Company without Good Cause under this
                  Section 5(a).

         (b)      Termination by the Company for Good Cause or by the Executive.
                  -------------------------------------------------------------
                  The Company may terminate the Executive's employment with the
                  Company with Good Cause, or the Executive may elect to
                  terminate his employment with the Company for any reason, upon
                  thirty (30) days prior written notice to the other party
                  hereto. If Executive's employment by the Company is so
                  terminated by the Company with Good Cause or is terminated by
                  the Executive, and such termination is not a Constructive
                  Termination, the Executive shall not be entitled to receive
                  any compensation or benefits under Sections 4(a), 4(b), or
                  4(d) accruing after the date of such termination or any
                  payment under Section 5(a), or otherwise, and Executive shall
                  continue to be bound by Sections 7 and 8.

         (c)      Constructive Termination. If, during the period of employment,
                  ------------------------
                  the Executive's employment is terminated by the Company
                  subject to a Constructive Termination, or in the event that
                  portion of the Company's business with respect to which
                  primarily the Executive's duties relate, is sold,
                  liquidated, or otherwise ceased to be operated, then the
                  Company shall pay the Executive, as a severance payment, an
                  amount equal to the compensation and benefits that would
                  have been payable to the Executive under Sections 4(a), 4(b),
                  and 4(d), hereof during the next succeeding thirty (30)
                  month period if such termination of employment had not
                  occurred, such sum to be paid in a lump sum on or before the
                  tenth day following the date of termination, provided,
                  however, that for the purposes of this Section 5(c), such
                  profit sharing award shall be determined based upon the four
                  full fiscal quarters of the Company

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                  immediately preceding the date of the termination, as
                  described below. Notwithstanding the foregoing, in the event
                  the Executive's employment with the Company is terminated
                  within three months prior to an event which otherwise would
                  have give rise to a termination with respect to which the
                  provisions of this Section 5(c) would have been applicable,
                  then the provisions of this Section 5(c) shall control.

                  The aggregate amount of such profit sharing payable under this
                  Section 5(c) shall equal the (i) the Average of the Company's
                  return on sales percentage (calculated before tax or any
                  profit-sharing award) for the above four fiscal quarters
                  (determined by adding the Company's return on sales percentage
                  for each of the above four fiscal quarters and dividing said
                  sum by four), and (ii) multiplied by the Executive's multiple,
                  as set forth in Attachment B hereto, used in calculating the
                  Executive's profit sharing award during the last full fiscal
                  quarter of the Company prior to the date of the
                  above-described termination, (iii) multiplied by the
                  Executive's annual gross base salary as of the date of
                  termination, (iv) with the resulting product multiplied by
                  2.5. By way of illustration and not limitation, in the event
                  on July 15, the Executive's employment is terminated, the
                  profit sharing award the Executive would be entitled to
                  hereunder would be the Average of the return on sales
                  percentage for the Company for the four full fiscal quarters
                  ending immediately prior to July 15. Accordingly, if the
                  return on sales percentage for quarter one was 7%, quarter
                  two, 11%, quarter 3, 15% and quarter four, 7%, the Average
                  would be determined by adding the return on sales percentage
                  for each of such fiscal quarters (which would result in the
                  sum of 40%), divided by 4, with a resulting Average percentage
                  of 10%. If the Executive's multiple in the last full fiscal
                  quarter of the Company immediately preceding the date of
                  termination was 7, for example, the Average percentage would
                  be multiplied by 7, resulting in a product of 70%, multiplied
                  by the Executive's annual gross base salary as of the date of
                  such termination. If such gross base annual salary, for
                  example, was $100,000, the profit sharing would equal $70,000,
                  multiplied by 2.5 or $175,000, which would be paid in the lump
                  sum payment described above. In said example, the Executive
                  would, therefore, be entitled hereunder to an aggregate
                  severance compensation payable in a lump sum equal to his
                  annual gross base salary during said three year period, or
                  $100,000 multiplied by 2.5 or $250,000, plus the
                  above-determined profit sharing award of $175,000, for a total
                  of $425,000, plus the other benefits and entitlements the
                  Executive is to receive hereunder.

                  If the lump sum payment under this Section 5(c), either alone
                  or together with other payments which the Executive has the
                  right to receive from the Company, would constitute a
                  parachute payment (as defined in Section 280G of the Internal
                  Revenue Code of 1986, as amended, (the "Code"), such lump sum
                  severance payment shall be reduced to the largest amount as
                  will result in no portion of the lump sum severance payment
                  under this Section 5(c) being subject to the excise tax
                  imposed by Section 4999 of the Code. The determination of any
                  reduction in the lump sum severance payment under this Section
                  5(c) pursuant to the foregoing provision shall be made by
                  independent counsel to the Company in consultation with the
                  independent certified public accountants of the Company.

         (d)      Continuation of Insurance upon Termination.
                  ------------------------------------------

                  (i)      Upon the termination of the employment of the
                           Executive pursuant to Sections 5(a), or 5(c), hereof,
                           the Executive shall be entitled to continuation of
                           coverage under the group health, life, and disability
                           plans then in effect

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                           covering the Executive, or such similar plans as the
                           Company may provide for its executives from time to
                           time thereafter, but in no event shall such coverages
                           be less favorable than the group health, life, and
                           disability coverages provided by the Company as of
                           the date hereof. The Company shall be responsible for
                           paying all of the costs of such coverages that it
                           would have paid if the Executive was still in the
                           employ of the Company. Such coverages shall continue
                           until the earlier of the following dates: (i) the
                           date that the Executive is eligible for similar
                           employer-sponsored group coverage from a subsequent
                           employer, or (ii) the date the Executive attains age
                           65. The group health coverage shall cover the
                           Executive and his spouse and dependents. The life
                           insurance policy covering the life of the Executive
                           shall name as beneficiary the person or persons
                           designated from time to time by the Executive.

                  (ii)     Upon the termination of employment of the Executive
                           pursuant to Section 5(b), hereof, the Executive shall
                           be entitled only to continuation of coverage under
                           the group health plans then in effect covering the
                           Executive and only to the extent required by the
                           provisions of ss. 4980B of the Internal Revenue Code,
                           as amended, and ss.ss. 601-608 of the Employee
                           Retirement Income Security Act of 1974, as amended.
                           As permitted under such statutes, the Executive shall
                           be responsible for paying the full cost of such
                           continuation coverage.

         (e)      Disability of Executive.  In the event of the Executive's
                  -----------------------
                  disability (as hereinafter defined) during his employment
                  under this Agreement, the employment of the Executive and
                  this Agreement may be terminated by the Company nine (9)
                  months after the commencement of such disability; provided,
                  however, that upon any such termination, the Executive shall
                  be entitled to payment of the Severance payments provided
                  under Section 5(a) hereof, reduced by any benefits he may
                  receive under any short term disability and long term
                  disability plans sponsored by the Company covering its
                  senior management employees at the time that the Executive's
                  disability commences. During the period of the Executive's
                  disability, the Executive shall continue to receive the
                  compensation provided for in this Agreement, reduced by any
                  benefits he may receive under any short term disability and
                  long term disability plans sponsored by the Company covering
                  its senior management employees at the time that the
                  Executive's disability commences. If before the end of nine
                  months from the first day of disability, the Executive's
                  disability shall have ceased, and he shall have resumed the
                  full-time performance of his duties under this Agreement,
                  the Executive shall continue to receive the compensation
                  provided for in this Agreement. Provided, however, that
                  unless the Executive shall satisfactorily perform his duties
                  on a full-time basis under this Agreement for a continuous
                  period of at least sixty (60) calendar days following a
                  period of disability before the Executive again becomes
                  disabled, he shall not be entitled to begin a new nine month
                  period for such subsequent disability, and the subsequent
                  period of disability shall be added to the first in
                  determining whether the Executive has been disabled for nine
                  (9) months in connection with this Section. During the
                  period of his disability, the Executive shall be entitled to
                  benefits in accordance with and subject to the terms and
                  provisions of the Company's short-term disability income
                  plan and its long-term disability plan for its senior
                  management employees, as in effect at the time of the
                  commencement of disability. For purposes of this Agreement,
                  "disability" shall have the same meaning as given that term
                  under the Company's long term disability plan for its senior
                  management employees, as in effect from time to time.


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         (f) Definitions Applicable to this Section. For the purposes of this
             --------------------------------------
Agreement:

                  (i)      "Good Cause" shall mean the  Executive  willfully or
                           intentionally neglects to substantially perform
                           his duties with the Company, or the Executive
                           materially breaches any provision of this
                           Agreement, including Section 7 below, relating to
                           confidential information; provided, however, that
                           such willful or intentional neglect of duties or
                           the material breach hereof continues uncured by
                           the Executive for more than sixty (60) days after
                           written notice of such neglect or material breach
                           from the Company to the Executive. For purposes of
                           this Agreement, no act, or failure to act, on the
                           Executive's part shall be considered "willful" or
                           "intentional" unless done, or omitted to be done,
                           by him in bad faith and without reasonable belief
                           that his action or omission to act was in the best
                           interest of the Company. The Company shall also
                           have "Good Cause" to terminate the Executive if
                           the Executive commits an act or acts of dishonesty
                           resulting or intended to result directly or
                           indirectly in gain or personal enrichment at the
                           expense of the Company, its affiliates, or its
                           stockholders.

                  (ii)     a "Constructive Termination" shall mean a termination
                           of this Agreement by the Executive under any of the
                           following circumstances:

                           (1)      The Company is in material breach of any of
                                    its obligations under this Agreement, and
                                    the situation is not remedied within thirty
                                    (30) days after the Company receives written
                                    notice from the Executive of the situation,
                                    or

                           (2)      The Executive determines in good faith that,
                                    as a result of Change in the Control of the
                                    Company (as defined below) there is a
                                    substantial adverse alteration in the nature
                                    or status of the Executive's duties or
                                    responsibilities from those in effect
                                    immediately prior to the change in control
                                    of the Company, and the situation is not
                                    remedied within thirty (30) days after the
                                    Company receives written notice from the
                                    Executive of such determination, or

                           (3)      Any termination of the Employee's employment
                                    by the Company under Section 5(a), except a
                                    termination pursuant to Section 5(b) hereof
                                    by the Company with Good Cause, shall be
                                    deemed a Constructive Termination if it
                                    occurs within thirty-six (36) months
                                    following the date of a Change in Control.
                                    If the Executive is terminated by the
                                    Company within thirty-six (36) months
                                    following the date of a Change in Control,
                                    the Company shall pay the Executive, as
                                    severance pay, an amount equal to the
                                    compensation and benefits that would be
                                    payable to the Executive under Sections
                                    4(a), 4(b), and 4(d) above during the next
                                    succeeding thirty (30) month period if such
                                    termination of employment had not occurred,
                                    at the time(s), in the installment(s) and on
                                    the other terms and conditions that would
                                    apply to the payment of such compensation,
                                    provided, however, that for purposes of
                                    determining the amount of profit sharing
                                    payable to Executive under this Section
                                    5(f)(ii)(3), such profit sharing award shall
                                    be determined based upon the four full
                                    fiscal quarters of the Company immediately
                                    preceding the date of the afore-described
                                    notice to the Executive of Executive's
                                    termination hereunder.

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                                    However, if the Executive elects to
                                    terminate his employment by resigning from
                                    the Company for any reason (upon thirty (30)
                                    days prior written notice to the Company)
                                    pursuant to Section 5(b), within thirty-six
                                    months following the date of a Change in
                                    Control, the Company shall pay the Executive
                                    as severance pay, an amount equal to the
                                    compensation and benefits that would be
                                    payable to the Executive under Sections
                                    4(a), 4(b), and 4(d) above during the next
                                    succeeding twenty-four (24) month period if
                                    such termination of employment had not
                                    occurred, at the time(s), in the
                                    installment(s) and on the other terms and
                                    conditions that would apply to the payment
                                    of such compensation, provided, however,
                                    that for purposes of determining the amount
                                    of profit sharing payable to Executive under
                                    this Section 5(f)(ii)(3), such profit share
                                    award shall be determined based upon the
                                    four full fiscal quarters of the Company
                                    immediately preceding the date of the
                                    afore-described notice by the Executive to
                                    the Company of Executive's termination
                                    hereunder.

                                    Such severance calculations shall be
                                    consistent with the illustrations contained
                                    in Section 5(a) and 5(c) of this Agreement.

                  (iii)    "Change in Control of the Company" shall mean an
                            event which shall be deemed to have occurred if:

                           (1)      any "person" as such term is used in Section
                                    13(d) and 14(d) of the Securities Exchange
                                    Act of 1934, (the "Exchange Act") (other
                                    than Paul S. Bush, the Company, any trustee
                                    or other fiduciary holding securities under
                                    any employee benefit plan of the Company, or
                                    any Company owned, directly or indirectly,
                                    by the stockholders of the Company in
                                    substantially the same proportions as their
                                    ownership of stock of the Company), is or
                                    becomes the "beneficial owner" (as defined
                                    in Rule 13d-3 under the Exchange Act),
                                    directly or indirectly, of securities of the
                                    Company representing thirty percent (30%) or
                                    more of the combined voting power of the
                                    Company's then outstanding securities;

                           (2)      during any period of two consecutive years,
                                    individuals who at the beginning of such
                                    period constitute the Board, and any new
                                    director (other than a director designated
                                    by a person who has entered into an
                                    agreement with the Company to effect a
                                    transaction described in clause (i), (iii),
                                    or (iv) herein) whose election by the Board
                                    or nomination for election by the Company's
                                    stockholders was approved by a vote of at
                                    least two-thirds (2/3) of the directors then
                                    still in office who either were directors at
                                    the beginning of the period or whose
                                    election or nomination for election was
                                    previously so approved, cease for any reason
                                    to constitute at least a majority thereof;

                           (3)      the stockholders of the Company approve a
                                    merger or consolidation of the Company with
                                    any other corporation, other than a merger
                                                           ----------
                                    or consolidation which would result in the
                                    voting securities of the Company outstanding
                                    immediately prior thereto continuing to

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                                    represent (either by remaining outstanding
                                    or by being converted into voting securities
                                    of the surviving entity) more than eighty
                                    percent (80%) of the combined voting power
                                    of the voting securities of the Company or
                                    such surviving entity outstanding
                                    immediately after such merger or
                                    consolidation; provided, however, that a
                                    merger or consolidation effected to
                                    implement a recapitalization of the Company
                                    (or similar transaction) in which no
                                    "person" (as hereinabove defined) acquires
                                    more than twenty-five percent (25%) of the
                                    combined voting power of the Company's then
                                    outstanding securities shall not constitute
                                    a change of control of the Company; or

                           (4)      the stockholders (or if stockholder approval
                                    is not required, then the Company's Board of
                                    Directors) of the Company approve a plan of
                                    complete liquidation of the Company or an
                                    agreement for the sale or disposition by the
                                    Company of all or substantially all of the
                                    Company's assets; or

                           (5)      Paul Bush ceases to own capital stock of the
                                    Company having fifty one percent (51%) of
                                    the total voting control of the Company.

6.       Obligation to Mitigate Damages. The Executive shall not be required to
         ------------------------------
         mitigate the amount of any payment provided for under this Agreement by
         seeking other employment or otherwise, nor shall the amount of any
         payment hereunder be reduced by any compensation earned by the
         Executive as the result of employment by another employer after
         termination of the Executive.

7.       Confidential  Information.  Except as required in the course of his
         -------------------------
         employment, the Executive agrees not to disclose to others or permit
         such disclosure, or make use of or permit the use of for his own
         benefit or the benefit of others, any confidential information,
         without the prior written consent of the Company. Confidential
         information as used in this Agreement includes any information,
         whether of a financial, technical or marketing nature, that pertains
         to the present or prospective business of the Company or any affiliate
         of the Company, or of any present or prospective customer, consultant
         or supplier of the Company or of any other party with which the
         Company does business and may be contractually or otherwise obligated
         to maintain such information secret, and becomes known to Executive or
         is generated by the Executive in the course of his employment with the
         Company, including, but not limited to, manufacturing equipment,
         processes and materials, data, know-how, experience, names, buying
         habits, or practices of any customers, marketing methods and related
         data, the names of any vendors or suppliers, costs of materials,
         prices, manufacturing and sales costs or lists or other written
         records. Confidential information, however, shall not include
         information that is, or through no fault of the Executive becomes,
         generally and overtly known in the industry in which the Company
         competes. The Executive also agrees that upon leaving the Company's
         employ he will not take with him, without the prior written consent of
         the Company, and he will surrender to the Company, any record, list,
         drawing, blueprint, specification or other document or property of the
         Company or any subsidiary thereof, together with any copy or
         reproduction thereof, mechanical or otherwise, which is of a
         confidential nature relating to the Company or any affiliate of the
         Company, or, without limitation, relating to its or their methods of
         distribution, suppliers, customers, client relationships, marketing
         strategies or any description of any formulae or secret processes, or
         which was obtained by him or entrusted to him during the course of his
         employment with the Company or which otherwise contains confidential
         information.


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8.       Competition, Detrimental Conduct.
         --------------------------------

         (a)      The Executive covenants and agrees that during the six (6)
                  months following the termination of his employment with the
                  Company for any reason whatsoever, he will not engage in
                  "Competition" with the Company. For purposes of this Section
                  8, "Competition" shall mean:

                  (i)      Directly or indirectly, either as a principal, agent
                           employer, partner, director, stockholder or
                           otherwise, engaging in, or being interested in, any
                           ready-to-assemble furniture company as
                           specified in Attachment E in competition with the
                           business of the Company or any affiliate of the
                           Company, including, without limitation, taking a
                           management, advisory, sales, or ownership position
                           with, or control of, a business engaged in the
                           design, manufacturing, marketing, distribution or
                           sale of ready-to-assemble furniture products in
                           any geographical area in which the Company or any
                           affiliate of the Company is at the time engaging
                           in the design, manufacturing, marketing,
                           distribution, or sale of such products; provided,
                           however, that in no event shall ownership of less
                           than five percent (5%) of the outstanding capital
                           stock entitled to vote for the election of
                           directors of a corporation with a class of equity
                           securities held of record by more than five
                           hundred (500) persons, standing alone, be deemed
                           Competition with the Company within the meaning of
                           this Section 8(a).

                  (ii)     Soliciting any person who is a supplier or customer
                           of the businesses conducted by the Company, or any
                           business in which the Executive has been engaged on
                           behalf of the Company, or any affiliate of the
                           Company, at any time during the period of employment
                           on behalf of a business described in clause (i) of
                           this Section 8(a).

                  (iii)    Inducing or attempting to persuade any employee of
                           the Company or any of its affiliates to terminate his
                           employment in order to enter into employment with a
                           business described in clause (i) of this Section
                           8(a). The Executive recognizes and agrees that the
                           restrictions on his activities contained in this
                           Section 8 are required for the reasonable protection
                           of the Company and its investments.

         (b)      The Executive recognizes and agrees that, by reason of his
                  knowledge, experience, skill and ability, his services are
                  extraordinary and unique, that the breach or attempted breach
                  of the restrictive covenants set forth in Section 7 or Section
                  8(a) above will result in immediate and irreparable injury to
                  the Company for which the Company will not have an adequate
                  remedy at law, and that the Company shall be entitled to a
                  decree of specific performance of those covenants and to a
                  temporary and permanent injunction enjoining the breach
                  thereof, and to seek any and all other remedies to which the
                  Company may be entitled, including, without limitation,
                  monetary damages, without posting bond or furnishing security
                  of any kind.

         (c)      The Executive agrees that the Company shall not be obligated
                  to make any further payments provided for in Section 5(a), or
                  otherwise above if the Executive shall, during the period in
                  which such payments are being made, engage in Competition with
                  the Company as defined in Section 8(a) above, breach his
                  obligations under Section 7, or otherwise act or conduct
                  himself to the detriment of the Company or any affiliates. The
                  provisions of this Section 8(c) and Section 8(b) are in
                  addition to

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<PAGE>

                  and not by way of limitation of any other rights or remedies
                  available to the Company.



9. Severability.
   ------------

         (a)      In the event that any provision of this Agreement shall be
                  determined to be invalid or unenforceable for any reason, in
                  whole or in part, the remaining provisions of this Agreement
                  not so invalid or unenforceable shall be unaffected thereby
                  and shall remain in full force and effect to the fullest
                  extent permitted by law.

         (b)      Any provision of this Agreement which may be invalid or
                  unenforceable in any jurisdiction shall be limited by
                  construction thereof, to the end that such provision shall be
                  valid and enforceable in such jurisdiction; and

         (c)      Any provision of this Agreement which may for any reason be
                  invalid or unenforceable in any jurisdiction shall remain in
                  effect and be enforceable in any jurisdiction in which such
                  provision shall be valid and enforceable.

10.      General Provisions.
         ------------------

         (a)      No right of the Executive to or in any payments under this
                  Agreement shall be subject to anticipation, alienation, sale,
                  assignment, encumbrance, pledge, charge or hypothecation or to
                  execution, attachment, levy or similar process, or assignment
                  by operation of law.

         (b)      This Agreement shall be governed by and construed and enforced
                  in accordance with the laws of the State of New York without
                  giving effect to the principles of conflicts of laws thereof.

         (c)      This Agreement shall be binding upon and inure to the benefit
                  of the Company, its successors and assigns, and the Executive,
                  his heirs, legatees, distributees and legal representatives;
                  provided, however, the Executive may not assign his rights or
                  delegate his duties under this Agreement without the consent
                  of the Company and any purported assignment or delegation
                  shall be void.

         (d)      All claims, disputes and other matters in question between the
                  Company and the Executive arising out of or relating to this
                  Agreement, including the breach or enforcement thereof,
                  shall be decided by arbitration held in Jamestown, New York,
                  in accordance with the Commercial Arbitration Rules of the
                  American Arbitration Association, unless the parties
                  otherwise mutually agree; provided, however, that this
                  arbitration provision shall not prevent the Company from
                  obtaining a temporary restraining order or preliminary
                  injunction from a court of competent jurisdiction pending
                  final resolution by arbitration of a claim, dispute or other
                  matter arising hereunder. The foregoing Agreement to
                  arbitrate shall be specifically enforceable under the
                  prevailing arbitration rules. Any award rendered by the
                  arbitrator(s) shall be final, and judgment may be entered
                  thereon in any court having jurisdiction thereof. All fees
                  and charges of the American Arbitration Association, and the
                  legal fees and other costs and expenses of the parties,
                  shall be borne as the arbitrators shall determine in their
                  award. Notice of demand for arbitration shall be filed in
                  writing with the other party to this Agreement and with the
                  American Arbitration Association. The demand for arbitration
                  shall be made within a reasonable time after

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<PAGE>

                  the claim, dispute or other matters in question have arisen
                  but in no event after the date when institution of legal or
                  equitable proceedings based on such claim, dispute or other
                  matters in question would be barred by the applicable statute
                  of limitations.

         (e)      Any notice or other communication to the Company pursuant to
                  any provision of this Agreement shall be given in writing and
                  will be deemed to have been delivered

                  (i)      when delivered in person to the Corporate Secretary
                           of the Company, or

                  (ii)     one week after it is deposited in the United States
                           certified or registered mail, postage prepaid,
                           addressed to the Corporate Secretary of the Company
                           at One Mason Drive, Jamestown, New York 14701, or at
                           such other address of which the Company may from time
                           to time give the Executive written notice in
                           accordance with Section 10(f) below.

         (f)      Any notice or other communication to the Executive pursuant to
                  any provision of this Agreement shall be in writing and will
                  be deemed to have been delivered

                  (i)      when delivered to the Executive in person, or

                  (ii)     one week after it is deposited in the United States
                           certified or registered mail, postage prepaid,
                           addressed to the Executive at the address set forth
                           on the first page hereof, and/or at such other
                           address of which the Executive may from time to time
                           give the Company written notice in accordance with
                           Section 10(e) above.

         (g)      No provision of this Agreement may be amended, modified or
                  waived unless such amendment, modification or waiver shall be
                  agreed to in writing, signed by the Executive and an
                  authorized officer of the Company.

         (h)      An affiliate of the Company is any person that directly or
                  indirectly controls, is controlled by, or is under common
                  control with, the Company. An affiliate shall not, however,
                  include any business enterprise owned or controlled by Mr.
                  Paul S. Bush other than the Company and its direct and
                  indirect subsidiaries unless such business enterprise is
                  engaged in a business of a type conducted by the Company or
                  its subsidiaries.

         (i)      This instrument contains the entire agreement of the parties
                  relating to the subject matter of this Agreement and
                  supersedes and replaces all prior agreements and
                  understandings with respect to such subject matter, and the
                  parties have made no agreements, representations or warranties
                  relating to the subject matter of this Agreement which are not
                  set forth herein.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

                                                      BUSH INDUSTRIES, INC.

                                                      By: _/s/_______________

                                                          /s/_______________
                                                             David E. White




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