EMPLOYMENT CONTINUITY AGREEMENT


  AGREEMENT by and between O'SULLIVAN CORPORATION, a Virginia corporation
(the "Company"), and                    (the "Executive"), dated as of the
3rd day of March, 1997.

  NOW, THEREFORE, in consideration of the mutual undertakings contained in 
this Agreement, the parties agree as follows:
  The Company's Board of Directors (the "Board") acknowledges that the 
Executive's contributions to the past and future growth and success of the 
Company have been and will continue to be substantial.  As a publicly held 
corporation, the Board recognizes that there exists a possibility of a change 
in control of the Company.  The Board also recognizes that the possibility of 
such a change in control may contribute to uncertainty on the part of senior 
management and may result in the departure or distraction of senior management 
from operating responsibilities.

  Outstanding management of the Company is always essential to advancing the 
best interests of the Company and its stockholders.  In the event of a threat 
or occurrence of a bid to acquire or change control of the Company or to 
effect a business combination, it is particularly important that the Company's 
business be continued with a minimum of disruption.  The Board believes that 
the objective of securing and retaining outstanding management will be 
achieved if the Company's key management employees are given assurances of 
employment security so they will not be distracted by personal uncertainties 
and risks created by such circumstances.

  The Board believes that such assurances will secure the continued services 
of the Company's key operational and management executives in the performance 
of both their regular duties and such extra duties as may be required of them 
during such periods of uncertainty, enable the Company to rely on such 
executives to manage its affairs during any such period with less concern for 
their personal risks, and enhance the Company's ability to attract new key 
executives as needed.

  The Compensation and Stock Option Committee (the "Committee") of the Board 
has recommended, and the Board has approved, entering into employment 
agreements with the Company's key management executives in order to achieve 
the foregoing objectives; and the Executive is a key management executive of 
the Company.

  The Company and the Executive enter into this Agreement to induce the 
Executive to remain an employee of the Company and to continue to devote 
Executive's full energy to the Company's affairs.

     1.     Certain Definitions.
  
(a)  The "Effective Date" shall be the first date during the "Change 
of Control Period" (as defined in Section 1(b)) on which a Change 
of Control occurs.  Notwithstanding, anything in this Agreement to 
the contrary, if the Executive's employment with the Company is 
terminated or the Executive ceases to be an officer of the Company 
prior to the date on which a Change of Control occurs, and it is 
reasonably demonstrated that such termination of employment (1) was 
at the request of a third party who has taken steps reasonably 
calculated to effect the Change of Control or (2) otherwise arose


                                      45
in connection with or anticipation of the Change of Control, then
for all purposes of this Agreement the "Effective Date" shall mean
the date immediately prior to the date of such termination of 
employment.
   
(b)  The "Change of Control Period" is the period commencing on the 
date of this Agreement and ending on the third anniversary of such 
date; provided, however, that commencing on the date that is one 
year after the date of this Agreement, and on each annual 
anniversary of such date (such date and each annual anniversary is 
hereinafter referred to as the "Renewal Date"), the Change of 
Control Period shall be automatically extended so as to terminate 
three years from such Renewal Date, unless at least 60 days prior 
to the Renewal Date the Company shall give notice to the Executive 
that the Change of Control Period shall not be so extended.

     2.     Change of Control.  For the purpose of this Agreement, a "Change 
of Control" shall mean:

(a)  The acquisition, other than from the Company, by any 
individual, entity or group (within the meaning of Section 
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act")) of beneficial ownership (within 
the meaning of Rule 13d-3 promulgated under the Exchange Act) 
of 20% or more of either (i) the then outstanding shares of 
common stock of the Company (the "Outstanding Company Common 
Stock") or (ii) the combined voting power of the then 
outstanding voting securities of the Company entitled to vote 
generally in the election of directors (the "Company Voting 
Securities"), provided, however, that any acquisition by (x) 
the Company or any of its subsidiaries, or any employee benefit 
plan (or related trust) sponsored or maintained by the Company 
or any of its subsidiaries or (y) any corporation with respect 
to which, following such acquisition, more than 60% of, 
respectively, the then outstanding shares of common stock of 
such corporation and the combined voting power of the then 
outstanding voting securities of such corporation entitled to 
vote generally in the election of directors is then 
beneficially owned, directly or indirectly, by all or 
substantially all of the individuals and entities who were the 
beneficial owners, respectively, of the Outstanding Company 
Common Stock and Company Voting Securities immediately prior to 
such acquisition in substantially the same proportion as their 
ownership, immediately prior to such acquisition, of the 
Outstanding Company Common Stock and Company Voting Securities, 
as the case may be, shall not constitute a Change of Control;
 
(b)  Individuals who, as of the date hereof, constitute the Board 
(the "Incumbent Board") cease for any reason to constitute at 
least a majority of the Board, provided that any individual 
becoming a director subsequent to the date hereof whose 
election or nomination for election by the Company's 
shareholders, was approved by a vote of at least a majority of 
the directors then comprising the Incumbent Board shall be 
considered as though such individual were a member of the 
Incumbent Board, but excluding, for this purpose, any such 
individual whose initial assumption of office is in connection 


                                      46
with an actual or threatened election contest relating to the 
election of the Directors of the Company (as such terms are 
used in Rule 14a-11 of Regulation 14A promulgated under the 
Exchange Act);

(c)  Approval by the stockholders of the Company of a 
reorganization, merger, share exchange or consolidation (a 
"Business Combination"), with respect to which all or 
substantially all of the individuals and entities who were the 
respective beneficial owners of the Outstanding Company Common 
Stock and Company Voting Securities immediately prior to such 
Business Combination do not, following such Business 
Combination, beneficially own, directly or indirectly, more 
than 60% of, respectively, the then outstanding shares of 
common stock and the combined voting power of the then 
outstanding voting securities entitled to vote generally in the 
election of directors, as the case may be, of the corporation 
resulting from such Business Combination in substantially the 
same proportion as their ownership immediately prior to such 
Business Combination of the Outstanding Company Common Stock 
and Company Voting Securities, as the case may be; or

(d)  (i) a complete liquidation or dissolution of the Company or 
(ii) sale or other disposition of all or substantially all of 
the assets of the Company other than to a corporation with 
respect to which, following such sale or disposition, more than 
60% of, respectively, the then outstanding shares of common 
stock and the combined voting power of the then outstanding 
voting securities entitled to vote generally in the election of 
directors is then owned beneficially, directly or indirectly, 
by all or substantially all of the individuals and entities who 
were the beneficial owners, respectively, of the Outstanding 
Company Common Stock and Company Voting Securities immediately 
prior to such sale or disposition in substantially the same 
proportion as their ownership of the Outstanding Company Common 
Stock and Company Voting Securities, as the case may be, 
immediately prior to such sale or disposition.

     3.     Employment Period.  The Company hereby agrees to continue the 
Executive in its employ, and the Executive hereby agrees to remain in the 
employ of the Company, for the period commencing on the Effective Date and 
ending on the first anniversary of such date (the "Employment Period").

     4.     Terms of Employment. 
 
(a)  Position and Duties.
 
(i)  During the Employment Period, the Executive's position 
(including status, offices, titles and reporting requirements), 
authority, duties and responsibilities shall be at least 
commensurate in all material respects with the most significant 
of those held, exercised and assigned at any time during the 90-
day period immediately preceding the Effective Date. The 
Executive's services shall be performed during the Employment 
Period at the location where the Executive was employed 
immediately preceding the Effective Date or any other location 
less than 35 miles from such location.


                                      47
(ii)  During the Employment Period, and excluding any  
periods of vacation and sick leave to which the Executive is 
entitled, the Executive agrees to devote reasonable attention and 
time during normal business hours to the business and affairs of 
the Company and, to the extent necessary to discharge the 
responsibilities assigned to the Executive hereunder, to use the 
Executive's reasonable best efforts to perform faithfully and 
efficiently such responsibilities.  During the Employment Period 
it shall not be a violation of this Agreement for the Executive 
to serve on corporate, civic or charitable boards or committees, 
deliver lectures, fulfill speaking engagements or teach at 
educational institutions, and manage personal investments, so 
long as such activities do not significantly interfere with the 
performance of the Executive's responsibilities as an employee of 
the Company in accordance with this Agreement.  It is expressly 
understood and agreed that to the extent that any such activities 
have been conducted by the Executive prior to the Effective Date, 
the continued conduct of such activities (or the conduct of 
activities similar in nature and scope thereto) subsequent to the 
Effective Date shall not thereafter be deemed to interfere with 
the performance of the Executive's responsibilities to the 
Company.

(b)  Compensation.
  
(i)  Base Salary.  During the Employment Period, the 
Executive shall receive an annual base salary ("Annual Base 
Salary"), which shall be paid at a monthly rate, at least equal 
to twelve times the highest monthly base salary paid or payable 
to the Executive by the Company and its affiliated companies for 
the twelve-month period immediately preceding the month in which 
the Effective Date occurs.  During the Employment Period, the 
Annual Base Salary shall be reviewed at least annually and shall 
be increased at any time and from time to time as shall be 
substantially consistent with increases in base salary awarded in 
the ordinary course of business to other peer executives of the 
Company and its affiliated companies.  Any increase in Annual 
Base Salary shall not serve to limit or reduce any other 
obligation to the Executive under this Agreement.  Annual Base 
Salary shall not be reduced after any such increase, and the term 
Annual Base Salary as used in this Agreement shall refer to 
Annual Base Salary as so increased.  For purposes of this 
Agreement, the term "affiliated companies" includes any company 
controlled by, controlling or under common control with the 
Company.

    (ii)	Annual Bonus.  In addition to Annual Base Salary, the 
Executive shall be awarded, for each fiscal year beginning or 
ending during the Employment Period, an annual bonus (the "Annual 
Bonus") in cash of an amount not less than the total amount of the 
bonuses paid to the Executive during the twelve-month period 
immediately preceding the Effective Date (the "Pre-Change Annual 
Bonus").  Each such Annual Bonus shall be paid no later than the 
end of the third month of the fiscal year next following the 
fiscal year for which the Annual Bonus is awarded.




                                      48   
(iii)	Employee Benefit Plans.  In addition to Annual Base 
Salary and Annual Bonus, the Executive (and, to the extent 
applicable, the Executive's dependents) shall be entitled to 
participate during the Employment Period in all employee benefit 
plans, practices, policies and programs applicable generally to 
other peer executives of the Company and its affiliated companies, 
including, but not limited to, stock and cash incentive, profit 
sharing, savings and retirement, deferred compensation, medical, 
dental, disability, and life insurance (including split dollar 
life insurance) plans, practices, policies and programs.  However, 
in no event shall such plans, practices, policies and programs 
provide the Executive with benefits, in each case, that are less 
favorable, in the aggregate, than (A) the most favorable of those 
provided by the Company and its affiliated companies for the 
Executive under such plans, practices, policies and programs as in 
effect at any time during the 90-day period immediately preceding 
the Effective Date or (B) if more favorable to the Executive, 
those provided at any time after the Effective Date to other peer 
executives of the Company and its affiliated companies.
    
(iv)	Expenses.  During the Employment Period, the Executive 
shall be entitled to receive prompt reimbursement for all 
reasonable expenses incurred by the Executive in accordance with 
the most favorable policies, practices and procedures of the 
Company and its affiliated companies in effect for the Executive 
at any time during the 90-day period immediately preceding the 
Effective Date or, if more favorable to the Executive, as in 
effect generally at any time thereafter with respect to other peer 
executives of the Company and its affiliated companies.
    
(v)	Fringe Benefits.  During the Employment Period, the 
Executive shall be entitled to fringe benefits in accordance with 
the most favorable plans, practices, programs and policies of the 
Company and its affiliated companies in effect for the Executive 
at any time during the 90-day period immediately preceding the 
Effective Date or, if more favorable to the Executive, as in 
effect generally at any time thereafter with respect to other peer 
executives of the Company and its affiliated companies.
    
(vi)	Office and Support Staff.  During the Employment 
Period, the Executive shall be entitled to an office or offices of 
a size and with furnishings and other appointments, and to 
exclusive personal secretarial and other assistance, at least 
equal to the most favorable of the foregoing provided to the 
Executive by the Company and its affiliated companies at any time 
during the 90-day period immediately preceding the Effective Date 
or, if more favorable to the Executive, as provided generally at 
any time thereafter with respect to other peer executives of the 
Company and its affiliated companies.

(vii)  Vacation.  During the Employment Period, the Executive 
shall be entitled to paid vacation in accordance with the 
most favorable plans, policies, programs and practices of 
the Company and its affiliated companies as in effect at any 
time during the 90-day period immediately preceding the 
Effective Date or, if more favorable to the Executive, as in 
effect generally at any time thereafter with respect to 
other peer incentives of the Company and its affiliated 
companies.
                                      49         
     5.     Termination of Employment.
													
(a)  Death or Disability.  The Executive's employment shall 
terminate automatically upon the Executive's death during 
the Employment Period.  If the Company determines in good 
faith that the Disability of the Executive has occurred 
during the Employment Period (pursuant to the definition of 
Disability set forth below), it may give to the Executive 
written notice in accordance with Section 12(b) of this 
Agreement of its intention to terminate the Executive's 
employment.  In such event, the Executive's employment with 
the Company shall terminate effective on the 30th day 
following receipt of such notice by the Executive (the 
"Disability Effective Date"), provided that the Executive 
has not returned to full-time performance of the 
Executive's duties within the 30 days after receipt of such 
notice.  For purposes of this Agreement, "Disability" means 
the absence of the Executive from the Executive's duties 
with the Company on a full-time basis for 180 consecutive 
business days as a result of incapacity due to mental or 
physical illness which is determined to be total and 
permanent by a physician selected by the Company or its 
insurers and reasonably acceptable to the Executive or the 
Executive's legal representative.
 
(b)  Cause.  The Company may terminate the Executive's 
employment during the Employment Period for Cause.  For 
purposes of this Agreement, "Cause" means (i) an action 
taken by the Executive involving willful and wanton 
malfeasance involving a wholly wrongful and unlawful act, 
or (ii) the Executive being convicted of a felony.
 
(c)  	Good Reason.  The Executive's employment may be 
terminated during the Employment Period by the Executive 
for Good Reason.  For purposes of this Agreement, "Good 
Reason" means (i) the assignment to the Executive of any 
duties inconsistent in any respect with the Executive's 
position (including status, offices, titles and reporting 
requirements), authority, duties or responsibilities as 
contemplated by Section 4(a) of this Agreement, or any 
other action by the Company which results in a diminution 
in such position, authority, duties or responsibilities, 
excluding for this purpose an isolated, insubstantial and 
inadvertent action not taken in bad faith and which is 
remedied by the Company promptly after receipt of notice 
thereof given by the Executive; (ii) any failure by the 
Company to comply with any of the provisions of Section 
4(b) of this Agreement, other than an isolated, 
insubstantial and inadvertent failure not occurring in bad 
faith and which is remedied by the Company promptly after 
receipt of notice thereof given by the Executive; (iii) the 
Company's requiring the Executive to be based at any office 
or location other than that described in Section 4(a)(i) of 
this Agreement; (iv) any purported termination by the 
Company of the Executive's employment otherwise than as 
expressly permitted by this Agreement; or (v) any failure 
by the Company to comply with and satisfy Section 11(c) of 
this Agreement.  For purposes of this Agreement, any good 
faith determination of Good Reason made by the Executive 
shall be conclusive.                  50

(d)  Notice of Termination.  Any termination by the Company 
for Cause or by the Executive for Good Reason shall be 
communicated by Notice of Termination to the other party 
hereto given in accordance with Section 12(b) of this 
Agreement.  For purposes of this Agreement, a "Notice of 
Termination" means a written notice which (i) indicates the 
specific termination provision of this Agreement upon which 
the termination is based upon, (ii) sets forth in 
reasonable detail the facts and circumstances claimed to 
provide a basis for termination of the Executive's 
employment under the provision so indicated and (iii) if 
the Date of Termination (as defined below) is other than 
the date of receipt of such notice, specifies the 
termination date (which date shall be not more than fifteen 
days after the giving of such notice).  In the case of a 
termination of the Executive's employment for Cause, a 
Notice of Termination shall include a copy of a resolution 
duly adopted by the affirmative vote of not less than two-
thirds of the entire membership of the Board at a meeting 
of the Board called and held for the purpose (after 
reasonable notice to the Executive and reasonable 
opportunity for the Executive, together with the 
Executive's counsel, to be heard before the Board prior to 
such vote), finding that in the good faith opinion of the 
Board the Executive was guilty of conduct constituting 
Cause.  No purported termination of the Executive's 
employment for Cause shall be effective without a Notice of 
Termination.  The failure by the Executive to set forth in 
the Notice of Termination any fact or circumstance which 
contributes to a showing of Good Reason shall not waive any 
right of the Executive hereunder or preclude the Executive 
from asserting such fact or circumstance in enforcing the 
Executive's rights hereunder.

(e)  Date of Termination.  "Date of Termination" means the 
date of receipt of the Notice of Termination or any later 
date specified in such notice, as the case may be; 
provided, however, that (i) if the Executive's employment 
is terminated by the Company other than for Cause or 
Disability, the Date of Termination shall be the date on 
which the Company notifies the Executive of such 
termination and (ii) if the Executive's employment is 
terminated by reason of death or Disability, the Date of 
Termination shall be the date of death of the Executive 
or the Disability Effective Date, as the case may be.

     6.     Obligations of the Company upon Termination.

(a)  Death.  If the Executive's employment is
terminated by reason of the Executive's death during the 
Employment Period, this Agreement shall terminate without further 
obligations to the Executive's legal representatives under this 
Agreement, other than the following obligations:
 
(i)  payment of the Executive's Annual Base Salary through 
the Date of Termination to the extent not already paid; 


                                      51
(ii)  payment of the product of (A) the greater of (1) the 
largest Annual Bonus paid or payable (and annualized for any 
fiscal year consisting of less than twelve full months or for 
which the Executive has been employed for less than twelve full 
months) during the Employment Period, if any, and (2) the Pre-
Change Annual Bonus and (B) a fraction, the numerator of which is 
the number of days in the current fiscal year through the Date of 
Termination, and the denominator of which is 365; and
 
(iii)  payment of any compensation previously deferred at the 
election of the Executive (together with any accrued interest 
thereon) and not yet paid by the Company (other than pursuant to 
a qualified cash or deferred arrangement within the meaning of 
Section 401(k) of the Internal Revenue Code of 1986, as amended 
(the Code)) and any accrued vacation pay not yet paid by the 
Company. 

The amounts described in paragraphs (i), (ii) and (iii) above are 
hereafter referred to as "Accrued Obligations".  All Accrued 
Obligations shall be paid to the Executive's estate or 
beneficiary, as applicable, in a lump sum in cash within 30 days 
of the Date of Termination.  Notwithstanding anything in this 
Agreement to the contrary, the Executive's estate and family shall 
be entitled to receive benefits at least equal to the most 
favorable benefits provided generally by the Company and any of 
its affiliated companies to the estates and surviving families of 
peer executives of the Company and such affiliated companies under 
such plans, programs, practices and policies relating to death 
benefits, if any, as in effect generally with respect to other 
peer executives and their estates and families at any time during 
the 90-day period immediately preceding the Effective Date or, if 
more favorable to the Executive and/or the Executive's dependents, 
as in effect on the date of the Executive's death generally with 
respect to other peer executives of the Company and its affiliated 
companies and their dependents.

(b)  Disability.  If the Executive's employment is terminated by 
reason of the Executive's Disability during the Employment 
Period, this Agreement shall terminate without further 
obligations to the Executive, other than for Accrued 
Obligations.  All Accrued Obligations shall be paid to the 
Executive in a lump sum in cash within 30 days of the Date of 
Termination.  Notwithstanding anything in this Agreement to the 
contrary, the Executive shall be entitled after the Disability 
Effective Date to receive disability and other benefits at 
least equal to the most favorable of those generally provided 
by the Company and its affiliated companies to disabled 
executives and/or their families in accordance with such plans, 
programs, practices and policies relating to disability, if 
any, as in effect generally with respect to other peer 
executives and their families at any time during the 90-day 
period immediately preceding the Effective Date or, if more 
favorable to the Executive and/or the Executive's dependents, 
as in effect at any time thereafter generally with respect to 
other peer executives of the Company and its affiliated 
companies and their dependents.



                                      52 
(c)  Cause; Other than for Good Reason.  If the Executive's 
employment shall be terminated for Cause during the Employment 
Period, this Agreement shall terminate without further 
obligations to the Executive other than the obligation to pay 
to the Executive Annual Base Salary through the Date of 
Termination plus the amount of any compensation previously 
deferred by the Executive, in each case to the extent unpaid.  
If the Executive terminates employment during the Employment 
Period other than for Good Reason, this Agreement shall 
terminate without further obligations to the Executive, other 
than for Accrued Obligations.  In such case, all Accrued 
Obligations shall be paid to the Executive in a lump sum cash 
payment within 30 days of the Date of Termination.
 
(d)  Good Reason; Other Than for Cause or Disability.  If, during 
the Employment Period, the Company shall terminate the 
Executive's employment other than for Cause or Disability, or 
if the Executive shall terminate employment under this 
Agreement for Good Reason:

(i)  The Company shall pay to the Executive a lump sum cash 
payment within 30 days after the Date of Termination equal to the 
sum of the following amounts:

A.  the amounts described in Sections 6(a)(i) and 
6(a)(iii);

B.  the largest Annual Base Salary paid or payable to 
the Executive during the Employment Period (and 
annualized for any fiscal year consisting of less 
than twelve full months or for which the Executive 
has been employed for less than twelve full months); 
and

C.  the greater of (1) the largest Annual Bonus paid or 
payable (and annualized for any fiscal year 
consisting of less than twelve full months or for 
which the Executive has been employed for less than 
twelve full months) during the Employment Period, 
if any, and (2) the Pre-Change Annual Bonus.

(ii)  The Company shall continue the automobile allowance that 
is in effect for the Executive as of the Date of Termination for 
the twelve-month period immediately following the Date of 
Termination.
     
     7.     Completion of the Employment Period.  If the Executive continues 
in the employment of the Company from the Effective Date to the last day of 
the Employment Period, the Company shall pay to the Executive a lump sum cash 
payment equal to the largest Annual Base Salary paid or payable to the 
Executive during the Employment Period (and annualized for any fiscal year 
consisting of less than twelve full months or for which the Executive has been 
employed for less than twelve full months) within 30 days after the last day 
of the Employment Period.

     8.     Non-exclusivity of Rights.  Nothing in this Agreement shall 
prevent or limit the Executive's continuing or future participation in any 


                                      53
benefit, bonus, incentive or other plans, programs, policies or practices, 
provided by the Company or any of its affiliated companies and for which the 
Executive may qualify, nor shall anything herein limit or otherwise affect 
such rights as the Executive may have under any other agreements with the 
Company or any of its affiliated companies (such as the Executive's Salary 
Continuation Agreement with the Company, if any).  Amounts which are vested 
benefits or which the Executive is otherwise entitled to receive under any 
plan, policy, practice or program of the Company or any of its affiliated 
companies at or subsequent to the Date of Termination shall be payable in 
accordance with such plan, policy, practice or program except as explicitly 
modified by this Agreement.

     9.     Full Settlement.  The Company's obligation to make the payments 
provided for in this Agreement and otherwise to perform its obligations 
hereunder shall not be affected by any set-off, counterclaim, recoupment, 
defense or other claim, right or action which the Company may have against the 
Executive or others.  In no event shall the Executive be obligated to seek 
other employment or take any other action by way of mitigation of the amounts 
payable to the Executive under any of the provisions of this Agreement.  The 
Company agrees to pay promptly as incurred, to the full extent permitted by 
law, all legal fees and expenses which the Executive may reasonably incur as a 
result of any contest (regardless of the outcome thereof) by the Company, the 
Executive (unless a court of competent jurisdiction determines that the 
Executive acted in bad faith in initiating the contest), or others concerning 
the validity or enforceability of, or liability under, any provision of this 
Agreement or any guarantee of performance thereof (including as a result of 
any contest by the Executive about the amount of any payment pursuant to this 
Agreement), plus in each case interest at the applicable Federal rate provided 
for in Section 7872(f)(2) of the Code.

     10.     Confidential Information.  The Executive shall hold in a 
fiduciary capacity for the benefit of the Company all secret or confidential 
information, knowledge or data relating to the Company or any of its 
affiliated companies, and their respective businesses, which shall have been 
obtained by the Executive during the Executive's employment by the Company or 
any of its affiliated companies and which shall not be or become public 
knowledge (other than by acts by the Executive or representatives of the 
Executive in violation of this Agreement).  After termination of the 
Executive's employment with the Company, the Executive shall not, without the 
prior written consent of the Company, communicate or divulge any such 
information, knowledge or data to anyone other than the Company and those 
designated by it.  In no event shall an asserted violation of the provisions 
of this Section 10 constitute a basis for deferring or withholding any amounts 
otherwise payable to the Executive under this Agreement.

     11.     Successors.
  
(a)  This Agreement is personal to the Executive and without the 
prior written consent of the Company shall not be assignable by 
the Executive other than by will or the laws of descent and 
distribution.  This Agreement shall inure to the benefit of and 
be enforceable by the Executive's legal representatives.
 
(b)  This Agreement shall inure to the benefit of and be binding 
upon the Company and its successors and assigns.
 
(c)  The Company will require any successor (whether direct or 
indirect, by purchase, merger, consolidation or otherwise) to 

                                      54
all or substantially all of the business and/or assets of the 
Company to assume expressly and agree to perform this Agreement 
in the same manner and to the same extent that the Company 
would be required to perform it if no such succession had taken 
place.  As used in this Agreement, "Company" shall mean the 
Company and any successor to its business and/or assets which 
assumes and agrees to perform this Agreement by operation of 
law, or otherwise.

     12.     Miscellaneous.
  
(a)  This Agreement shall be governed by and construed in 
accordance with the laws of the Commonwealth of Virginia, 
without reference to principles of conflict of laws.  The 
captions of this Agreement are not part of the provisions 
hereof and shall have no force or effect.  This Agreement may 
not be amended or modified otherwise than by a written 
agreement executed by the parties hereto or their respective 
successors and legal representatives.
 
(b)  All notices and other communications hereunder shall be in 
writing and shall be given by hand delivery to the other party 
or by registered or certified mail, return receipt requested, 
postage prepaid, addressed as follows:

	If to the Executive:


 If to the Company:




or to such other address as either party shall have furnished to 
the other in writing in accordance with the provisions of this 
Section 12(b).  Notice and communications shall be effective when 
actually received by the addressee.

(c)  The invalidity or unenforceability of any provision of this 
Agreement shall not affect the validity or enforceability of 
any other provision of this Agreement.

(d)  The Company may withhold from any amounts payable under this 
Agreement such Federal, state or local taxes as shall be 
required to be withheld pursuant to any applicable law or 
regulation.

(e)  The Executive's failure to insist upon strict compliance with 
any provision hereof or the failure to assert any right the 
Executive may have hereunder, including, without limitation, 
the right to terminate employment for Good Reason pursuant to 
Section 5(c)(i)-(v), shall not be deemed to be a waiver of such 
provision or right or any other provision or right thereof.

(f)  This Agreement contains the entire understanding of the 
Company and the Executive with respect to the subject matter 



                                      55
hereof.  Until the Effective Date, and subject to the terms of 
any other employment agreement between the Executive and the 
Company, the Executive shall continue to be an "employee at 
will".


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date indicated above.

                                          O'SULLIVAN CORPORATION


                                       By:___________________________
						         
   
                                          EXECUTIVE
						   
							   
                                       By:____________________________
		  







































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