AMENDMENT NO. 1 OF
                PURCHASE AND CONTRIBUTION AGREEMENT 



          AMENDMENT NO. 1, dated as of June 27, 1996, to the Purchase
     and Contribution Agreement, dated as of November 15, 1994, as
     amended and restated as of December 29, 1995 (the "Agreement"),
     among THE LANE COMPANY, INCORPORATED, ACTION INDUSTRIES, INC.,
     BROYHILL FURNITURE INDUSTRIES, INC. and THOMASVILLE FURNITURE
     INDUSTRIES, INC., as sellers (the "Sellers"), and INTERCO
     RECEIVABLES CORP., as purchaser (the "Purchaser") (the
     "Amendment").

                            RECITALS

          WHEREAS, the Sellers and the Purchaser have agreed subject
     to the terms and conditions of this Amendment, to amend the
     Agreement as hereinafter set forth.

          Terms used herein but not defined herein shall have the
     meaning assigned thereto in the Agreement.  

          NOW, THEREFORE, the parties agree as follows: 

          1.  Amendment of Agreement.  The Agreement shall be and is
     hereby amended, as of the date hereof, as follows:

          (a)  The definition of "Eligible Foreign Receivable" in
     Section 1.01 shall be amended to provide in its entirety as
     follows: 

          ""Eligible Foreign Receivable" means a Receivable meeting
         all of the criteria set forth in either of the following
         clauses:

               (i)  the payment of such Receivable is fully supported
          by an irrevocable letter of credit issued by an office or
          branch located in the United States of an Eligible LOC Bank,
          the Purchaser or its assignee holds a first priority,
          perfected security interest in such letter of credit, the
          issuer of such letter of credit has been notified of such
          security interest and such Receivable satisfies any other
          requirements as to which the Purchaser or its assignee has
          notified the Sellers in writing; or

               (ii)  the Obligor of such Receivable is a Canadian
          resident, the Purchaser or its assignee holds a first
          priority, perfected security interest in such Receivable
          which is enforceable under applicable Canadian law, the
          Purchaser or its assignee has received an opinion of
          Canadian counsel for the Seller, in form and substance
          satisfactory to the Purchaser or its assignee, as to
          perfection, enforcement, taxes and such other matters as the<PAGE>





          Agent may reasonably request, and such Receivable satisfies
          any other requirements as to which the Purchaser or its
          assignee has notified the Sellers in writing; 


     provided, however, that the aggregate Outstanding Balance of
     Eligible Foreign Receivables which shall be considered Eligible
     Receivables shall not at any time exceed an amount equal to 10%
     of the Total Commitment (as defined in the CL Sale Agreement)." 

          (b)  In subclause (a) of clause (j) of Section 5.01, the
     reference to "Eligible Receivables" shall be amended to read
     "Receivables".

          2.  Execution in Counterparts, Etc. This Amendment may be
     executed in any number of counterparts, each of which when so
     executed shall be deemed to be an original and all of which when
     taken together shall constitute one and the same amendment.  The
     delivery of a signed signature page to this Amendment by telecopy
     transmission shall constitute due execution and delivery of this
     Amendment for all purposes.

          3.  Agreement in Full Force and Effect. Except as amended by
     this Amendment, all of the provisions of the Agreement and all of
     the provisions of all other documentation required to be
     delivered with respect thereto shall remain in full force and
     effect from and after the date hereof.  

          4.  References to Agreement.  From and after the date
     hereof, (a) all references in the Agreement to "this Agreement",
     "hereof", "herein", or similar terms and (b) all references to
     the Agreement in each agreement, instrument and other document
     executed or delivered in connection with the Agreement, shall
     mean and refer to the Agreement, as amended by this Amendment.

          5.  Further Assurances.  The parties hereto agree to execute
     and deliver any and all further agreements, certificates and
     other documents reasonably necessary to implement the provisions
     of this Amendment.

          6.  Governing Law.  This Amendment shall be governed by, and
     construed in accordance with, the law of the State of New York
     without giving effect to the conflict of laws principles thereof.

          IN WITNESS WHEREOF, the Sellers and the Purchaser have
     caused this Amendment to be duly executed by their respective
     officers thereunto duly authorized as of the day and year first
     above written. 





     SELLERS:                   THE LANE COMPANY, INCORPORATED<PAGE>






                                By:  David P. Howard
                                Name:  David P. Howard
                                Title:   Vice President


                                ACTION INDUSTRIES, INC.


                                By:  David P. Howard
                                Name:  David P. Howard
                                Title:  Vice President


                                BROYHILL FURNITURE INDUSTRIES, INC.


                                By:  David P. Howard
                                Name:  David P. Howard
                                Title:  Vice President


                                THOMASVILLE FURNITURE INDUSTRIES, INC.


                                By:  David P. Howard
                                Name:  David P. Howard
                                Title:  Vice President


     PURCHASER:                 INTERCO RECEIVABLES CORP.


                                By:  David P. Howard
                                Name:  David P. Howard
                                Title:  President<PAGE>