AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT


          This Agreement  ("Agreement") is made the 5th day of October, 1998, by
and among:

          UNITED CAPITAL CORP.,  a corporation  organized  under the laws of the
State of Delaware (the "Borrower"); and

          THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase") and
FLEET BANK, N.A., a national banking association organized under the laws of the
United States ("Fleet"); collectively with Chase, the "Banks").


                                R E C I T A L S :


          (A) The  Borrower  and the Banks are  parties  to a  Revolving  Credit
Agreement  dated as of January  15,  1997,  which was  amended  by that  certain
Amendment  No.  1 to  Credit  Agreement  dated as of  September  5,  1997  (such
agreement, so amended, the "Credit Agreement").

          (B) The Borrower has requested that the Credit Agreement be amended in
certain  respects  as  provided  herein  and the Banks are  willing to amend the
Credit Agreement as set forth herein;

          (C) Any  capitalized  terms not defined herein shall have the meanings
ascribed thereto in the Credit Agreement.

          NOW, THEREFORE, the parties hereto hereby agree as follows:

              ARTICLE 1. AMENDMENTS TO REVOLVING CREDIT AGREEMENT.

          This  Agreement  shall be  deemed  to be an  amendment  to the  Credit
Agreement and shall not be construed in any way as a  replacement  or substitute
therefore.  All of the  terms  and  provisions  of  this  Agreement  are  hereby
incorporated  by  reference  into the  Credit  Agreement  as if such  terms  and
provisions were set forth in full herein.

          SECTION 1.1.  Section 8.11 of the Credit  Agreement is hereby  amended
and restated to provide in its entirety as follows: -----------



<PAGE>


          SECTION  8.11.  DIVIDENDS,  ETC.  Declare or pay any  dividends on its
          capital stock or purchase,  redeem, retire or otherwise acquire any of
          its capital stock at any time outstanding,  except that any Subsidiary
          wholly  owned by the  Borrower  may declare and pay  dividends  to the
          Borrower,  and except that the  Borrower  may  repurchase  its capital
          stock in amounts  not to exceed  (i)  $4,500,000  in its  fiscal  year
          ending  December 31, 1998;  (ii)  $2,500,000 in its fiscal year ending
          December 31, 1999;  (iii) $2,000,000 in any other fiscal year; or (iv)
          $7,700,000 during the term of this Agreement.

                    ARTICLE 2. REPRESENTATION AND WARRANTIES.

          The Borrower hereby represents and warrants to the Banks that:

          SECTION 2.1. Each and every one of the  representations and warranties
set forth in the Credit  Agreement is true as of the date hereof with respect to
the Borrower and the Guarantors  with the same effect as though made on the date
hereof,  and is  hereby  incorporated  herein in full by  reference  as if fully
restated herein in its entirety.

          SECTION 2.2. No Default or Event of Default,  as defined in the Credit
Agreement now exists.

          SECTION 2.3. No representation,  warranty or statement by the Borrower
or the Guarantors  contained  herein or in any other document to be furnished by
the Borrower or the Guarantors in connection  herewith contains,  or at the time
of delivery shall contain, any untrue statement of material fact, or omits or at
the time of delivery  shall omit to state a material fact necessary to make such
representation, warranty or statement not misleading.

          SECTION 2.4.  Each of the Facility  Documents  continues to be in full
force and effect and secure all payment and other  obligations  of the  Borrower
under the Credit Agreement.

                            ARTICLE 3. MISCELLANEOUS

          SECTION  3.1.  This  Amendment  shall be governed by and  construed in
accordance with the laws of the State of New York.

          SECTION  3.2.  Except  as  specifically  amended  hereby,  the  Credit
Agreement shall remain in full force and effect.



<PAGE>



          IN WITNESS WHEREOF,  each of the undersigned has executed or caused to
be duly executed this Amendment as of the date first above written.

                                                       UNITED CAPITAL CORP.



                                                       By:______________________
                                                       Name:
                                                       Title:



                                                       THE CHASE MANHATTAN BANK




                                                       By:___________________
                                                       Name:
                                                       Title:



                                                       FLEET BANK, N.A.



                                                       By:______________________
                                                       Name:
                                                       Title:


<PAGE>

                                 AMENDMENT NO. 3
                               TO CREDIT AGREEMENT


          This  Agreement  (this  "Agreement")  is  made as of the  31st  day of
December, 1998 by and among:

          UNITED CAPITAL CORP.,  a corporation  organized  under the laws of the
State of Delaware (the "Borrower"); and

          THE CHASE MANHATTAN BANK, a New York banking corporation ("Chase") and
FLEET BANK, NATIONAL ASSOCIATION, a national banking association organized under
the laws of the United States ("Fleet"; collectively with Chase, the "Banks").

                                    RECITALS:

          (A) The  Borrower  and the Banks are  parties  to a  Revolving  Credit
Agreement dated as of January 15, 1997, as amended through the date hereof, (the
Credit  Agreement  as so amended  being  hereinafter  referred to as the "Credit
Agreement");

          (B) The  Borrower  has  informed the Banks that it has acquired all of
the shares of capital  stock of Kentile  Floors Inc.  ("Kentile")  pursuant to a
Chapter 11 Joint Plan of  Reorganization  of Kentile  Floors Inc., as Debtor and
the Official Unsecured Creditors Committee (as amended, the "Plan"),  which Plan
was confirmed by an Order of the United States Bankruptcy Court for the Southern
District of New York (Case No.  92B46466  (BRL)),  dated  December 10, 1998 (the
"Order");

          (C) The Borrower has also informed the Banks that  Kentile's  name has
been changed to KF Real Estate Holding Corporation ("KF Real Estate");

          (D) The  Borrower  has informed the Banks of its intent to merge Metex
Corporation  ("Metex") with and into KF Real Estate (the "Proposed  Merger") and
the subsequent name change of KF Real Estate to Metex Mfg. Corporation; and

          (E) The Borrower has requested  the Banks to amend certain  provisions
of the  Credit  Agreement  to the  extent  necessary  to  permit  the  foregoing
transactions  and the Banks are willing to agree to such amendments on the terms
and conditions set forth herein; and

          (F) Any  capitalized  terms used herein and note defined  herein shall
have the meanings ascertained to them in the Credit Agreement.



<PAGE>



          NOW, THEREFORE, the parties hereto agree as follows:

              ARTICLE 1. AMENDMENTS TO REVOLVING CREDIT AGREEMENT.

          This  Agreement  shall be  deemed  to be an  amendment  to the  Credit
Agreement and shall not be construed in any way as a  replacement  or substitute
therefore.  All of the  terms  and  provisions  of  this  Agreement  are  hereby
incorporated  by  reference  into the  Credit  Agreement  as if such  terms  and
provisions were set forth in full herein.

          SECTION  1.1.  The  definition  of  the  term  "Eligible   Properties"
contained in Section 1.1 of the Credit  Agreement is hereby amended by inserting
the following sentence at the end thereof:  "In no event shall the real property
owned by Metex Mfg. Corporation and located at 1 Kentile Road, South Plainfield,
New Jersey, be considered an "eligible property."

          SECTION  1.2.  The  definition  of  the  term  "Operating   Companies"
contained in Section 1.1 of the Credit  Agreement is hereby  amended by deleting
clause (i) therefrom and substituting the following in its place:

                   "(i)  prior  to  December  31,  1998,  Metex  Corporation,  a
                   Delaware  corporation,  and from and after December 31, 1998,
                   Metex Mfg. Corporation, as the surviving entity of the merger
                   of Metex Corporation and KF Real Estate Holding  Corporation,
                   a New York corporation."

          SECTION 1.3.  Section 8.6 of the Credit Agreement is hereby amended by
inserting the following sentence at the end thereof: -----------

                   "Notwithstanding  the foregoing,  Metex Corporation may merge
                   with and into KF Real  Estate  Holding  Corporation  provided
                   that  immediately  after  giving  effect to such  merger  the
                   surviving  entity  shall be a Guarantor  hereunder  and shall
                   have  granted  to the Banks a first  lien  upon and  security
                   interest in all of its personal property assets."

          SECTION 1.4.  Section 8.7 of the Credit Agreement is hereby amended by
inserting  a new clause  (iii) at the end  thereof  which  provides  as follows:

                   "and (iii) the  Borrower  may acquire  100% of the issued and
                   outstanding  capital stock of Kentile Floors Inc. pursuant to
                   a Chapter 11 Joint Plan of  Reorganization  of Kentile Floors
                   Inc.,  as  Debtor,  and  the  Official  Unsecured  Creditors'
                   Committee  as  confirmed  by  Order  of  the  United   States
                   Bankruptcy Court for the Southern District of New York, dated
                   December 10, 1998,  provided  that the terms of such Plan are
                   acceptable to the Banks."

<PAGE>


                        ARTICLE 2. CONDITIONS PRECEDENT

          SECTION 2.1.

          CONDITIONS TO  EFFECTIVENESS.  The amendments to the Credit  Agreement
described in Article 1 above are subject to the following  conditions  precedent
and  shall  have  no  force  ---------------------------  or  effect  until  the
following conditions are satisfied:

                (a) each Bank shall have  received a Guarantee  duly executed by
          Metex Mfg. Corporation;

                (b) each Bank shall have  received  a  Security  Agreement  duly
          executed  by Metex Mfg.  Corporation,  together  with  fully  executed
          financing  statements  on Form UCC-1 in proper  form for filing in all
          jurisdictions necessary or, in the reasonable discretion of the Agent,
          deniable to perfect the security  interests granted under the Security
          Agreements;

                (c) each Bank shall have received a copy of the Plan;

                (d) each of the Banks shall have received the following:

                    i.  each  a  certificate  of the  Secretary  of  Metex  Mfg.
                Corporation  attesting  to all  corporate  action  taken by such
                entity,   including   resolutions  of  its  Board  of  Directors
                authorizing  the  execution,   delivery  and  performance  of  a
                Guaranty and a Security  Agreement and each other document to be
                executed by such entity,  together with certified  copies of the
                certificate or articles of incorporation and the by-laws of such
                entity;  and such  certificate  shall state that the resolutions
                and corporate documents thereby certified have not been amended,
                modified,   revoked  or   rescinded  as  of  the  date  of  such
                certificate;

                    ii. a certificate of the Secretary of Metex Mfg. Corporation
                certifying the names and true signatures of the officers of such
                entity  authorized  to sign a Guaranty and a Security  Agreement
                and other documents to be signed by such entity hereunder;

                    iii.  satisfactory  evidence that Metex Mfg.  Corporation is
                duly organized,  validly existing and in good standing under the
                laws of the  jurisdiction  of its  incorporation  and each other
                jurisdiction where qualification is necessary;

                    iv. an opinion of counsel  for the  Borrower  and Metex Mfg.
                Corporation as to such matters as the Banks deem necessary.

                   ARTICLE 3. REPRESENTATIONS AND WARRANTIES.

          The Borrower hereby represents and warrants to the Banks that:

          SECTION 3.1. Each and every one of the  representations and warranties
set forth in the Credit  Agreement  is true in all  material  respects as of the
date hereof with respect to the Borrower and the Guarantors with the same effect
as though made on the date hereof, and is hereby  incorporated herein in full by
reference as if fully restated herein in its entirety.

          SECTION 3.2. No Default or Event of Default,  as defined in the Credit
Agreement now exists.

          SECTION 3.3. No representation,  warranty or statement by the Borrower
or the Guarantors  contained  herein or in any other document to be furnished by
the Borrower or the Guarantors in connection  herewith contains,  or at the time
of delivery shall contain, any untrue statement of material fact, or omits or at
the time of delivery  shall omit to state a material fact necessary to make such
representation, warranty or statement not misleading.

          SECTION 3.4.  Each of the Facility  Documents  continues to be in full
force and effect and secure all payment and other  obligations  of the  Borrower
under the Credit Agreement.

                           ARTICLE 4. MISCELLANEOUS.

          This Amendment  shall be governed by and construed in accordance  with
the laws of the State of New York.

          IN WITNESS WHEREOF,  each of the undersigned has executed or caused to
be duly executed this Amendment as of the date first above written.

                                               UNITED CAPITAL CORPORATION


                                               By:
                                               Name:
                                               Title:


                                               THE CHASE MANHATTAN BANK


                                               By:
                                               Name:
                                               Title:


                                               FLEET BANK, NATIONAL ASSOCIATION


                                               By:
                                               Name:
                                               Title: