EMPLOYMENT AGREEMENT

          This Employment Agreement is made and entered into on August 1,
     1996 (the "Effective Date") by and between Action Industries, Inc., a
     Virginia corporation ("Action") and Wilbert G. Holliman, Jr.
     ("Executive").

          WHEREAS, Executive is now and has been employed by Action in
     senior management executive positions and is broadly experienced in
     all facets of Action's operations; and

          WHEREAS, it is in the best interests of Action to assure that it
     will have the continued dedication of Executive;

          NOW THEREFORE, for good and valuable consideration and in order
     to induce Executive to remain in the employ of Action, the parties
     covenant and agree as follows:

          1.     Definitions.  The following terms shall have the following
     meanings for purposes of this Agreement.

          a.     "Cause" means (i) an act or acts of personal dishonesty   
          taken by Executive and intended to result in substantial personal
          enrichment of Executive at the expense of Action, (ii) violations
          by Executive of this Agreement or Executive's employment
          obligations to Action which are demonstrably willful on
          Executive's part and which are not remedied within a reasonable
          period of time after receipt of written notice from Action, or
          (iii) the conviction of Executive of a felony involving moral
          turpitude.

           b.     "Disability" means the incapacity to attend to and
          perform effectively one's duties and responsibilities which
          continues for at least 26 weeks after its commencement, as
          determined by a physician selected by Action.

           c.     "Employment Period" that period beginning on the
          Effective Date and ending upon Executive's retirement or earlier
          termination of employment.

          2.     Employment.  Action agrees to employ Executive, and
     Executive agrees to serve Action in an executive, managerial and
     supervisory capacity, subject to the direction and control of the
     Board of Directors of Action, all upon the terms and conditions
     hereinafter set forth.  During the Employment Period:

           a.     Executive's position (including, without limitation,
          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,

           b.     Excutive's services shall be performed at the location<PAGE>





           where the Executive is employed on the Effective Date, or at any
           office or location not more than thirty-five (35) miles from
           such location,

           c.     Executive shall continue to receive an annual base salary
           at least equal to the annual base salary payable to the
           Executive by Action on the Effective Date  ("Base Salary"),

           d.     Executive shall continue to have an annual cash bonus
           potential, either pursuant to the Action Executive Incentive
           Plan in effect on the Effective Date or pursuant to a similar
           incentive compensation plan of Action, at least equal to the
           level in existence on the Effective Date ("Annual Bonus"), and

           e.     Executive shall be entitled to participate in all
           incentive, savings and retirement plans, practices, policies and
           programs applicable  to other key executive employees of Action
           ("Benefit Plans").

     The failure of Action, without Executive's consent, to comply with the
     terms and conditions of employment as set forth in this Section 2
     shall constitute "Good Reason" for Executive's termination of his
     employment with Action.

          3.     Best Efforts.  Executive agrees during the Employment
     Period to devote his best efforts and substantially all of his
     business time and attention to the business of Action, it being agreed
     that the Executive will have complied with this obligation if he
     devotes to the business of Action his same best efforts and the same
     time and attention to the business of Action that he has devoted to
     the business of Action during the twelve months next preceding the
     Effective Date.  Executive agrees that he will perform such other
     executive duties for Action and for Action's subsidiaries relating to
     its business as the Board of Directors of Action may reasonably
     direct.

           4.     Term.  Subject to the provisions of Sections 4 and 5 of
     this Agreement, either party shall have the right to terminate the
     Employment Period at any time.  If Executive's employment with Action
     is terminated by Action, other than for Cause or as a result of his
     death or Disability, or if Executive terminates his employment with
     Action for Good Reason, then Action will, for the greater of (a) the
     period ending three years after the Effective Date or (b) a period of
     one year after the termination date (or, if shorter, until Executive
     reaches "Normal Retirement Age" (as such concept is used in the
     primary retirement plan in which Executive is a participant on the
     Effective Date)), (i) pay to Executive as and when normally payable
     his Base Salary as in effect on the date of termination and an amount
     equal to the average Annual Bonus received by such Executive for the
     past three years prior to termination (or a pro-rated portion of such
     average Annual Bonus) and (ii) subject to program eligibility
     requirements and continuation of programs by Action, continue his
     participation in the Benefit Plans in which he was participating on
     the date of termination of employment.<PAGE>





           5.     Split Dollar Insurance Policy.  If Executive's employment
     with Action is terminated by Action other than for Cause or as a
     result of his death or Disability, or if during such period Executive
     terminates his employment with Action for Good Reason, then Action
     will continue to make premium payments for so long as Action is making
     payments to Executive under Section 4 hereof under any and all split
     dollar life insurance programs in effect on the life of the Executive
     as of the Effective Date, after which the Executive will be entitled
     to ownership of the policy and Action will be entitled to premium
     retrieval, all in accordance with the terms of the program, but only
     to the extent of the cash value of the policy, and without recourse to
     the Executive for the balance of any such premium retrieval.

           6.     Non-Competition.  During the three-year period commencing
     on the Effective Date and, if longer, while employed by Action, and
     for a period of one year after termination of employment, Executive
     shall not, without the prior written consent of Action, directly or
     indirectly, own, control, finance, manage, operate, join or
     participate in the ownership, control, financing, management or
     operation of, or be connected as an employee, consultant or in any
     other capacity with, any business engaged in the manufacture or
     distribution of residential furniture in the United States.  Nothing
     in this Section 6 shall, however, restrict Executive from making
     investments in other ventures which are not competitive with Action,
     or restrict Executive from owning less than one percent (1%) of the
     outstanding securities of companies listed on a national stock
     exchange or actively traded in the "over-the-counter" market.  In
     addition, if the Employment Period is terminated by Action (other than
     for Cause) and the Executive elects to forego the payments called for
     in Sections 4 and 5 hereof, the provisions of this Section 6 shall not
     apply.  Should any of the terms of this Section 6 be found to be
     unenforceable because they are over-broad in any respects then they
     shall be deemed amended to the extent, and only to the extent,
     necessary to render them enforceable.  Both parties stipulate that
     money damages would be inadequate to compensate for any breaches of
     the terms of this Section 6, and that such terms shall be enforceable
     through appropriate equitable relief, without the necessity of proving
     actual damages and to an equitable accounting of all earnings,
     profits, and other benefits arising from such violation, which rights
     shall be cumulative and in addition to any other rights and remedies
     to which Action may be entitled.

           7.     Confidentiality.  During the Employment Period and at all
     times thereafter, Executive shall maintain the confidentiality of, and
     shall not disclose to any person (except as his duties as an employee
     of Action may require) any non-public information concerning Action or
     its business.

           8     Miscellaneous.  This Employment Agreement shall be binding
     upon and shall inure to the benefit of Executive's heirs, executors,
     administrators and legal representatives, and shall be binding upon
     and inure to the benefit of Action and its successors and assigns. 
     This Agreement shall supersede and stand in place of any and all other
     agreements between Executive and Action regarding severance pay and/or<PAGE>





     any and all severance pay benefits pursuant to any plan or practice of
     Action.  This Employment Agreement shall take effect as of the day and
     year first above set forth, and its validity, interpretation,
     construction and performance shall be governed by the laws of the
     State of Mississippi.

           9.     Indemnification.  In the event that either party hereto
     is required to pursue litigation against the other party to enforce
     his or its rights hereunder, the prevailing party in any such
     litigation shall be entitled to reimbursement of the costs and
     expenses of such litigation, including attorney's fees.

           10.     Waivers.  In consideration of the undertakings of Action
     set forth in this Agreement, Executive hereby irrevocably waives and
     forever releases any and all claims and causes of action of any nature
     whatsoever that Executive has or may have against Action or any of its
     officers, directors, employees or agents arising out of the
     negotiation, execution, delivery or terms of this Agreement,
     including, without limitation, any claims arising under the Age
     Discrimination in Employment Act, 29 U.S.C. Section 21 et seq., and
     any state or local law relating to age discrimination.

           11.     Entire Agreement.  This Agreement contains the entire
     agreement of the parties with respect to its subject matter, and no
     waiver, modification or change of any of its provisions shall be valid
     unless in writing and signed by the party against whom such claimed
     waiver, modification or change is sought to be enforced.

          IN WITNESS WHEREOF, the parties hereto have each executed this
     Agreement the date set forth below.


                                   ACTION INDUSTRIES, INC.



                                   By: David P. Howard
                                      -----------------------------
                                       Vice-President
     Agreed to and Approved:

     FURNITURE BRANDS              WILBERT G. HOLLIMAN
     INTERNATIONAL, INC.     


     By: R.B. Loynd                By: Wilbert G. Holliman
     ------------------------         ----------------------------_
         Chairman of the Board<PAGE>