LIMITED WAIVER REGARDING FINANCIAL COVENANTS

                                October 12, 2001




WinsLoew Furniture, Inc.
160 Village Street
Birmingham, Alabama  35242

Attention:     Vincent Tortorici, Jr.
               Chief Financial Officer

Ladies and Gentlemen:

Reference is made to that certain Credit  Agreement dated as of May 8, 2001 (the
"Credit  Agreement",  the terms  defined  therein  being used  herein as therein
defined), among WinsLoew Furniture, Inc., a Florida corporation ("Company"), the
financial  institutions  listed therein  ("Lenders"),  Canadian Imperial Bank of
Commerce, as administrative agent for Lenders (in such capacity, "Administrative
Agent"),  CIBC,  INC., as Swing Line Lender,  Antares  Capital  Corporation  and
Heller Financial,  Inc., as  Co-Syndication  Agents and General Electric Capital
Corporation, as Documentation Agent for Lenders.

Company has  informed  Administrative  Agent and Lenders  that  Company does not
expect to be in compliance with the  Consolidated  Total Leverage Ratio covenant
set forth in subsection  7.6A for the Third Fiscal  Quarter 2001. At the request
of  Company  the  Lenders,  constituting  Requisite  Lenders  under  the  Credit
Agreement,  have authorized  Administrative Agent pursuant to subsection 10.6 of
the Credit  Agreement to waive  compliance  during the period from the date this
Limited Waiver becomes  effective  through and including  November 30, 2001 (the
"Waiver  Period") with the provisions of subsection 7.6A of the Credit Agreement
for the Third Fiscal  Quarter  2001;  provided  however  that (i) the  Company's
Consolidated  Total Leverage Ratio determined in accordance with subsection 7.6A
of the Credit  Agreement  for the Third Fiscal  Quarter 2001 is not greater than
4.90:1.00;  (ii) during the Waiver Period and notwithstanding anything otherwise
provided for in the Credit Agreement, in no event shall the Total Utilization of
Revolving Loan  Commitments at any time exceed the lesser of (A) $20,000,000 for
the week commencing October 15, 2001, which sum shall be increased by $2,500,000
on each  Monday  thereafter,  commencing  on October 22,  2001,  up to a maximum
increase of  $15,000,000  (for an  aggregate  maximum of  $35,000,000),  (B) the
Revolving Loan Commitments then in effect and (C) the sum of (a) $20,000,000 and
(b) 50% of the aggregate  face amount of the net accounts  receivable of Company
in excess of  $42,000,000;  (iii)  commencing  on October 15, 2001,  and on each
Monday   thereafter   during  the  Waiver  Period,   Company  shall  deliver  to
Administrative  Agent  a  Borrowing  Base  Certificate,   attaching  thereto  an
Attachment  No.1 in the  form  attached  to this  Limited  Waiver  as  Annex  I,
establishing the amount of Revolving Loans and/or Letters of Credit available to
Company pursuant to the preceding clause (ii) during such week; and (iv) Company
shall pay the actual  costs and  expenses  incurred by  Administrative  Agent in
connection  with the  negotiation and preparation of this Limited Waiver and the
fees,  expenses  and  disbursements  of  counsel  to  Administrative   Agent  in
connection  with  the  negotiation  and  preparation  of  this  Limited  Waiver.
Compliance  with the  preceding  clauses  (i)-(iv)  shall be a condition  to the
commencement and continuation of the effectiveness of this Limited Waiver.

Without  limiting the  generality of the  provisions  of subsection  10.6 of the
Credit  Agreement,  the waiver set forth  herein  shall be limited  precisely as
written and relates solely to the  noncompliance  by Company with the provisions
of subsection  7.6A of the Credit  Agreement  for the Third Fiscal  Quarter 2001
during the Waiver Period,  and nothing in this Limited Waiver shall be deemed to
(a)  constitute a waiver of compliance by Company with respect to (i) subsection
7.6A of the  Credit  Agreement  in any other  instance  or (ii) any other  term,
provision  or  condition  of the Credit  Agreement  or any other  instrument  or
agreement referred to therein (whether in connection with this Limited Waiver or
otherwise) or (b) prejudice any right or remedy that Administrative Agent or any
Lender may now have  (except  to the extent  such right or remedy was based upon
existing  defaults  that  will not exist  after  giving  effect to this  Limited
Waiver)  or may have in the  future  under  or in  connection  with  the  Credit
Agreement or any other  instrument or agreement  referred to therein.  Except as
expressly set forth herein,  the terms,  provisions and conditions of the Credit
Agreement and the other Loan Documents shall remain in full force and effect and
in all other respects are hereby ratified and confirmed.

In order to induce Lenders to enter into this Limited  Waiver,  Company,  by its
execution of a counterpart of this Limited Waiver,  represents and warrants that
after giving effect to this Limited  Waiver (a) no Event of Default or Potential
Event of Default exists under the Credit Agreement,  (b) all representations and
warranties  contained in the Credit  Agreement and the other Loan  Documents are
true, correct and complete in all material respects on and as of the date hereof
except to the extent such representations and warranties  specifically relate to
an earlier  date,  in which case they were true,  correct  and  complete  in all
material  respects on and as of such earlier date, and (c) Company has performed
all agreements to be performed on its part as set forth in the Credit Agreement.

This  Limited  Waiver  may be  executed  in any  number of  counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed and delivered  shall be deemed an original,  but all such  counterparts
together shall  constitute but one and the same  instrument.  The limited waiver
set forth herein shall become effective as of the date hereof upon the execution
of counterparts hereof by Company and Administrative  Agent on behalf of Lenders
constituting Requisite Lenders.

THIS  LIMITED  WAIVER AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES  HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),  WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.






<PAGE>



                                  CANADIAN IMPERIAL BANK OF COMMERCE,
                                  as Administrative Agent and on
                                  behalf of Lenders constituting
                                  Requisite Lenders



                                     By:      _____________________________
                                              Dean J. Decker
                                              Managing Director
                                              CIBC World Markets Corp., AS AGENT


                                 CIBC INC., as a Lender and as Swing Line Lender


                                     By:      _____________________________
                                              Dean J. Decker
                                              Managing Director
                                              CIBC World Markets Corp., AS AGENT





<PAGE>


By signing below, the undersigned Lender hereby (i) authorizes Canadian Imperial
Bank of  Commerce,  in its  capacity as  Administrative  Agent  pursuant to that
certain Credit  Agreement  dated as of May 8, 2001,  among  WinsLoew  Furniture,
Inc.,  a  Florida   corporation,   Canadian   Imperial  Bank  of  Commerce,   as
administrative  agent for the  financial  institutions  listed  therein (in such
capacity,  "Administrative  Agent") to execute and deliver that certain  Limited
Waiver  Regarding  Financial  Covenants  dated as of October 12,  2001,  on such
Lender's behalf, (ii) approves such Limited Waiver Regarding Financial Covenants
and (iii) agrees that such Limited Waiver Regarding Financial Covenants shall be
binding upon such Lender.



                                            ----------------------------------,
                                            as a Lender



                                            By:     ____________________________
                                            Name:
                                            Title:






<PAGE>


                             COMPANY:

                                            WINSLOEW FURNITURE, INC.


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



<PAGE>


                                     ANNEX I

                                ATTACHMENT NO. 1

                          TO BORROWING BASE CERTIFICATE



A.  Available Amount

  1.  Week of October 15, 2001:                                 $20,000,000

  2.  Week of __________ (Add $2,500,000
      for each Monday after 10/15/01 not to
      exceed $15,000,000 in the aggregate):                     $__________

  3.  Total Availability (A1 + A2):                             $__________

B.  Revolving Loan Commitments:                                 $__________

C.  Borrowing Base:

  1.  Aggregate Net Accounts Receivable of Company:             $__________

  2.  Base Amount Adjustment (50% of the
      greater of  (a) C1 - $42,000,000
      and (b) $0):                                              $__________

  3.  Available Borrowing Base (C2 + $20,000,000):              $__________

D.  Available Revolving Credit (lesser of A3 or B or C3):       $__________

E.  Total Utilization of Revolving Credit
    Commitment (outstanding principal amount of
    Loans plus Letter of Credit Usage):                         $__________

F.  Excess Availability (D-E):                                  $__________