EXHIBIT 10.3.2

                                 AMENDMENT NO. 1
                             TO SECURITY AGREEMENTS



                  AMENDMENT NO. 1 dated as of May 2, 2000, to (i) Security
Agreement dated as of June 30, 1998, made by HomeGold, Inc., a South Carolina
corporation ("HomeGold"), in favor of The CIT Group/Business Credit, Inc., as
administrative agent (the "Agent") for the Lenders party to the Credit Agreement
(as defined in the Security Agreements hereinafter defined), and (ii) Security
Agreement dated as of June 30, 1998, made by Carolina Investors, Inc., a South
Carolina corporation ("CII" and together with HomeGold, each a "Grantor" and
collectively the "Grantors"), in favor of the Agent (the Security Agreements
described in (i) and (ii) above are hereinafter referred to as the "Security
Agreements").

                  WHEREAS, as security for the Obligations (as defined in the
Security Agreements) the Grantors executed and delivered to the Agent the
Security Agreements providing for the grant to the Agent of a security interest
in the Collateral (as defined in the Security Agreements);

                  WHEREAS, the Grantors and the Agent wish to amend the Security
Agreements to exclude as part of the Collateral the mortgage loans financed
under a warehouse credit facility dated May 2, 2000 between HomeGold and
Household Commercial Financial Services, Inc.;

                  NOW, THEREFORE, in consideration of the premises and the
agreements herein, the parties agree that each Security Agreement shall be
amended as follows:

                  1. Definitions. Reference is hereby made to the Security
Agreement for a statement of the terms thereof. All terms used in this Amendment
which are defined in the Security Agreement and not otherwise defined herein
shall have the same meanings herein as set forth in the Security Agreement.

                  2. Collateral. Section 2 of each Security Agreement is hereby
amended by restating the last clause of such Section to read as follows:

                           "in each case howsoever the Grantor's interest
                  therein may arise or appear (whether by ownership, security
                  interest, claim or otherwise); provided that, nothing
                  hereunder constitutes or shall be deemed to constitute a grant
                  of a security interest in favor of the Administrative Agent in
                  the Grantor's interest in (a) any Mortgage Loans either (i)
                  identified by the Grantor for inclusion in the borrowing base
                  under the Warehousing Line Revolving Credit Agreement dated as
                  of May 2, 2000, by and between HomeGold, Inc. and Household
                  Commercial Financial Services, Inc. ("Household"), and not
                  identified by the Grantor for inclusion in the Borrowing Base
                  under the Credit
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                  Agreement, or (ii) in the possession of Household (or an agent
                  or bailee acting on behalf of Household) (such Mortgage Loans
                  are hereinafter referred to as "Household Mortgage Loans"),
                  and not identified by the Grantor for inclusion in the
                  Borrowing Base under the Credit Agreement, and (b) any other
                  assets or property arising from or directly attributable to
                  the Household Mortgage Loans."

                  3. Representations and Warranties. Each Grantor represents and
warrants to the Agent as follows:

                           a. The execution, delivery and performance by the
Grantor of this Amendment and the performance by the Grantor of the Security
Agreement to which it is a party as amended hereby (A) have been duly authorized
by all necessary action and (B) do not and will not contravene its charter or
bylaws or any applicable law.

                           b. This Amendment and the Security Agreement to which
it is a party, as amended hereby, constitute the legal, valid and binding
obligations of the Grantor enforceable against the Grantor in accordance with
their terms except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws and general principals
affecting the enforcement of creditor's rights generally.

                           c. The representations and warranties contained in
Section 4 of the Security Agreement to which it is a party are correct on and as
of the Effective Date (as defined below) as though made on and as of the
Effective Date (except to the extent such representations and warranties
expressly relate to an earlier date).

                  4. Continued Effectiveness of the Security Agreements. Each
Security Agreement is, and shall continue to be, in full force and effect and is
ratified and confirmed in all respects except that on and after the Effective
Date (i) all references in a Security Agreement to "this Agreement", "hereto",
"hereof", "hereunder" or words of like import referring to such Security
Agreement shall mean such Security Agreement as amended by this Agreement and
(ii) all references in any Credit Document to a Security Agreement," "thereto",
"thereof, "thereunder, or words of like impact referring to a Security Agreement
shall mean the Security Agreements as amended by this Agreement.

                  5. Effective Date. This Amendment shall become effective on
the date first above written (the "Effective Date") when counterparts of this
Amendment signed by each of the parties hereto shall have been received by the
Agent.


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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date hereof written above.

                                    HOMEGOLD, INC.



                                    By:      ____________________________
                                    Title:   ____________________________


                                    CAROLINA INVESTORS, INC.



                                    By:      ____________________________
                                    Title:   ____________________________


                                    THE CIT GROUP/BUSINESS CREDIT, INC., as
                                    Agent



                                    By:      ___________________________
                                    Title:   ___________________________


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