Exhibit 10.35

THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE  HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER THE
SECURITIES LAWS OF ANY STATE.  THE SHARES MAY NOT BE TRANSFERRED BY SALE,  GIFT,
PLEDGE OR OTHERWISE IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT UNDER
THE ACT AND SUCH  REGISTRATION OR  QUALIFI-CATION  AS MAY BE NECESSARY UNDER THE
SECURITIES  LAWS OF ANY STATE OR, AN  OPINION OF  COUNSEL  AND OTHER  ASSURANCES
SATISFACTORY TO THE CORPORATION  THAT  REGISTRATION  AND  QUALIFICATION  ARE NOT
REQUIRED.

                                                            Dated  July 22 ,1999
                                                            --------------------

                                     WARRANT

                        To Purchase share of Common Stock

     100,000 shares at $0.30 per share exercisable until October 31, 1999
     100,000 shares at $0.40 per share exercisable until July 31, 2000
     100,000 shares at $0.40 per share exercisable until December 31, 2000
     100,000 shares at $0.45 per share exercisable until December 31, 2001
     100,000 shares at $0.45 per share exercisable until December 31, 2001
     100,000 shares at $0.53 per share exercisable until December 31, 2001

     THIS  IS TO  CERTIFY  THAT,  for  value  received,  R.  DOUGLAS  RICKS,  or
registered  assigns is entitled to purchase from WELLINGTON  HALL, LTD., a North
Carolina  corporation  (the  "Corporation"),  at any time and from  time to time
prior to 5:00 p.m.,  Lexington,  North Carolina time, on the dates stated above,
at the  principal  office of the  Corporation  which is currently  425 John Ward
Road,  Post  Office Box 1354,  Lexington,  North  Carolina  27293 (or such other
address as the Corporation shall specify by notice to all Warrant  Holders),  at
the Exercise Price set forth above, the number of shares of

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Common Stock,  $0.001 par value (the "Common  Stock"),  of the  Corporation  set
forth  above,  all  subject  to  adjustment  and upon the  terms  conditions  as
hereinafter  provided,  and is entitled  also to exercise the other  appurtenant
rights, powers and privileges hereinafter described. This Warrant and all rights
granted  herein  shall  terminate  prior  to the  dates  set  forth  above  upon
termination of the Marketing Agreement dated May 4, 1999 between the Corporation
and Furniture  Classics Ltd. by voluntary action of Furniture  Classics Ltd., by
the Corporation for Cause of failure of said parties to renew the term thereof.

     Certain terms used in this Warrant are defined in Article VI hereof.

                                   ARTICLE I
                              EXERCISE OF WARRANT

1.1  METHOD OF EXERCISE AND PAYMENT.

          (a) METHOD OF EXERCISE.  To exercise this Warrant in whole or in part,
     the Holder shall deliver to the Corporation, at the principal office of the
     Corporation,  (a) this Warrant,  (b) a written notice, in substantially the
     form of the Subscription  Notice attached hereto, of such Holder's election
     to exercise this  Warrant,  which notice shall specify the number of shares
     of Common Stock to be purchased, the denominations of the share certificate
     or  certificates  desired and the name or names in which such  certificates
     are to be  registered,  and (c)  payment to the  Corporation  of the amount
     equal to the  product of the  Exercise  Price  multiplied  by the number of
     shares of Common Stock then being purchased pursuant to one of the payment

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     methods permitted under Section 1.1(b) below.

          (b) METHOD OF PAYMENT. Payment shall be made either (1) by cash, money
     order,  certified or bank cashier's check, (2) by wire transfer,  or (3) by
     any combination of the foregoing at the option of the Holder.

          (c) MECHANICS. The Corporation shall, as promptly as practicable after
     delivery of a Subscription  Notice as described above,  execute and deliver
     or cause to be executed and delivered, in accordance with such Subscription
     Notice, a certificate or certificates  representing the aggregate number of
     shares of Common Stock  specified in said  Subscription  Notice.  The share
     certificate or certificates so delivered shall be in such  denominations as
     may be  specified  in such  Subscription  Notice  or, if such  Subscription
     Notice shall not specify  denominations,  in  denominations  of one hundred
     thousand  (100,000)  shares  each,  and  shall be issued in the name of the
     Holder  or  such  other  name or  names  as  shall  be  designated  in such
     Subscription  Notice.  Such certificate or certificates  shall be deemed to
     have been issued (and this Warrant or the portion thereof  specified in the
     Subscription  Notice  shall be  deemed to have  been  exercised),  and such
     Holder  or any other  person so  designated  to be named  therein  shall be
     deemed for all  purposes to have become a Holder of record of such  shares,
     as of the date the  aforementioned  Subscription  Notice is received by the
     Corporation  (the  "Exercise  Date").  If  this  Warrant  shall  have  been
     exercised only in part, the Corporation  shall, at the the time of delivery
     of the  certificate  or  certificates,  deliver to the Holder a new Warrant
     evidencing  the rights to purchase  the  remaining  shares of Common  Stock
     called for by this Warrant, which new Warrant shall in all

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     other  respects be identical  with this Warrant,  or, at the request of the
     Holder,  appropriate  notation may be made on this Warrant which shall then
     be returned to the Holder.

1.2  SHARES TO BE FULLY  PAID AND  NONASSESSABLE.  All  shares  of Common  Stock
     issued upon the exercise of this  Warrant  shall be validly  issued,  fully
     paid and nonassessable.

1.3  NO FRACTIONAL SHARE TO BE ISSUED.  The Corporation shall not be required to
     issue  fractions of shares of Common Stock,  upon exercise of this Warrant.
     If any fraction of a share would,  but for this  Section,  be issuable upon
     any  exercise  of  this  Warrant,  in lieu of  such  fractional  share  the
     Corporation may pay to the Holder in cash, an amount equal to such fraction
     of the fair  market  value (as  determined  in good faith by the Board) per
     share of  outstanding  Common Stock of the  Corporation in the Business Day
     immediately prior to the date of such exercise.

1.4  SHARE  LEGENDS.  Each  certificate  for shares of Common  Stock issued upon
     exercise of this  Warrant,  unless at the time of exercise  such shares are
     registered under the Securities Act, shall bear the following legend:

          THE SHARES OF COMMON STOCK  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT
          BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE
          "ACT") OR UNDER THE SECURITIES  LAWS OF ANY STATE.  THE SHARES MAY NOT
          BE TRANSFERRED BY SALE, GIFT, PLEDGE OR OTHERWISE IN THE ABSENCE OF AN
          EFFECTIVE  REGISTRATION  STATEMENT UNDER THE

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          ACT AND SUCH  REGISTRATION OR  QUALIFICATION AS MAY BE NECESSARY UNDER
          THE SECURITIES  LAWS OF ANY STATE OR , AN OPINION OF COUNSEL AND OTHER
          ASSURANCES  SATISFACTORY  TO THE  CORPORATION  THAT  REGISTRATION  AND
          QUALIFICATION ARE NOT REQUIRED.

          Any certificate issued at any time in exchange or substitution for any
     certificate  bearing such legend shall also bear such legend unless, in the
     opinion  of  counsel  selected  by  the  Holder  of  such  cerfificate  and
     reasonably  acceptable  to  the  Corporation,  the  securities  represented
     thereby  need no longer be  subject  to  restrictions  on resale  under the
     Securities Act.

1.5  RESERVATION:  AUTHORIZATION.  The  corporation  has  reserved and will keep
     available  for  issuance  upon  exercise of the Warrant the total number of
     shares of Common Stock  deliverable upon exercise of all Warrants from time
     to time outstanding.

1.6  RESULT OF EXERCISE.  On the Exercise Date, the rights of the Holder of such
     Warrant as such  Holder  will cease and the Person or Persons in whose name
     or names any certificate or certificates  for shares of Common Stock are to
     be issued  upon such  exercise  will be deemed to have become the Holder or
     Holders of record of the shares of Common Stock represented thereby.

1.7  BOOKS NOT CLOSED UNTIL EXERCISE.  The Corporation  will not close its books
     against the  transfer of this  Warrant or shares of Common  Stock issued or
     issuable upon exercise of this Warrant in any manner which  interferes with
     the timely exercise of this Warrant.

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                                   ARTICLE II
                 TRANSFER, EXCHANGE AND REPLACEMENT OF WARRANTS

2.1  OWNERSHIP  OF  WARRANT.  The  Corporation  may deem and treat the Person in
     whose name this  Warrant is  registered  as the Holder and owner hereof for
     all purposes and shall not be affected by any notice to the contrary, until
     this Warrant is presented for  registration of transfer as provided in this
     Article II.

2.2  TRANSFER  OF WARRANT.  The  Corporation  agrees to  maintain  books for the
     registration of transfers of the Warrant, and any transfer,  in whole or in
     part, of this Warrant and all rights  hereunder shall be registered on such
     books,  upon  surrender  of this  Warrant  at the  principal  office of the
     Corporation  together  with a  written  assignment  of  this  Warrant  duly
     executed by the Holder or his, her or its duly authorized agent or attorney
     and funds sufficient to pay any transfer taxes payable upon such transfer.

     Upon surrender the  Corporation  shall execute and deliver a new Warrant or
     Warrants in the name of the assignee or assignees and in the  denominations
     specified in the instrument of assignment,  and this Warrant shall promptly
     be canceled. Notwithstanding the foregoing, a Warrant may be exercised by a
     new Holder  without  having a new Warrant  issued.  This Warrant may not be
     transferred in whole or in part, and the Corporation  shall not be required
     to register any transfers unless the Corporation has received an opinion of
     counsel  selected by the  transferor  and  reasonably  satisfactory  to the
     Corporation that such transfer is exempt from the registration requirements
     of the Securities Act and the securities laws of any applicable State.

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2.3  DIVISION  OR  COMBINATION  OF  WARRANTS.  This  Warrant  may be  divided or
     combined with other  Warrants upon  surrender  hereof and of any Warrant or
     Warrants  with which this  Warrant is to be  combined  at the  Corporation,
     together with a written notice  specifying the names and  denominations  in
     which the new Warrant or Warrants  are to be issued,  signed by the Holders
     hereof and thereof or their respective duly authorized agents or attorneys.
     Subject to  compliance  with  Section 2.2 as to any  transfer  which may be
     involved in the division or combination,  the Corporation shall execute and
     deliver a new Warrant or  Warrants in exchange  for the Warrant or Warrants
     to be divided or combined in accordance with such notice.

2.4  LOSS, THEFT, DESTRUCTION OF WARRANT CERTIFICATES.  Upon receipt of evidence
     reasonably satisfactory to the Corporation of the loss, theft,  destruction
     or  mutilation  of any Warrant and, in the case of any such loss,  theft or
     destruction,  upon receipt of indemnity or security reasonably satisfactory
     to the Corporation or, in the case of any such  mutilation,  upon surrender
     and cancellation of such Warrant, the Corporation will make and deliver, in
     lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of
     like tenor and representing the right to purchase the same aggregate number
     of shares of Common Stock.

                                   ARTICLE III
                   CAPITAL ADJUSTMENTS AFFECTING COMMON STOCK

3.1  ADJUSTMENTS.  If  the  outstanding  shares  of  the  Common  Stock  of  the
     Corporation  are  increased,  decreased,  changed into or  exchanged  for a
     different  number or kind

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     of shares or  securities  of the  Corporation  or shares of a different par
     value through  reorganization,  recapitalization,  reclassification,  stock
     dividend,   stock  split,   amendment  to  the  Corporation's  Articles  of
     Incorporation, reverse stock split, merger or consolidation, an appropriate
     adjustment shall be made in the number and/or kind of securities  allocated
     to the Warrant without change in the aggregate purchase price applicable to
     the unexercised portion of the outstanding Warrant but with a corresponding
     adjustment in the price of each share or other unit of any security covered
     by the Warrant.

                                   ARTICLE IV
              LIQUIDATION, DISSOLUTION, DISTRIBUTIONS OR DIVIDENDS

4.1  LIQUIDATION OR DISSOLUTION.  In case the Corporation at any time while this
     Warrant shall remain unexpired and unexercised,  shall dissolve, liquidate,
     or wind up its affairs,  the Holder  shall have the right to exercise  this
     Warrant  for a period of sixty  (60) days after the later of (i) such event
     having occurred and (ii) receipt by the Holder of a notice from the Company
     indicating  the kind  and  amount  of  securities  or  assets  issuable  or
     distributable  to  Holders of shares of Common  Stock with  respect to such
     event,  and upon  exercise of this Warrant  during such period,  the Holder
     shall have the right to receive in lieu of each share of the Warrant Stock,
     the same kind and amount of any  securities  or assets as may be  issuable,
     distributable,  or  payable  upon any  such  dissolution,  liquidation,  or
     winding up with respect to each of the shares of the Common Stock.

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                                    ARTICLE V
                                   DEFINITIONS

     The following  terms as used in this Warrant have the following  respective
meanings:

     "BOARD" means the Corporation's Board of Directors

     "COMMISSION" means the Securities and Exchange Commission

     "EXERCISE  PRICE" means the price per share of Common Stock set forth above
subject to adjustments as set forth in Article III hereof.

     "HOLDER"  means the Person in whose name this Warrant is  registered on the
books of the Corporation maintained for such purpose.

     "PERSON" means an individual, a partnership, corporation, limited liability
company, association, joint stock company, trust, joint venture,  unincorporated
organization  and a governmental  entity or any department,  agency or political
subdivision thereof.

     "SECURITIES ACT" means the Federal Securities Act of 1933, as amended.

     "WARRANT HOLDER" means a Holder of a Warrant.

                                   ARTICLE VI
                                  MISCELLANEOUS

6.1  NOTICES.  Notices and other communications  provided for herein shall be in
     writing and shall be given by hand delivery, overnight courier, telecopy or
     first  class  mail.   In  the  case  of  the  Holder,   such   notices  and
     communications  shall be  addressed  to his, her or its address as shown on
     the books maintained by the Corporation, unless the Holder shall notify the
     Corporation that notices and communication should be sent

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     to a different address (or telecopy number), in which case such notices and
     communications  shall be sent to the address (or telecopy number) specified
     by the  Holder.  In the  case of the  Corporation,  all  notices  shall  be
     addressed to the following, subject to change by proper notice:

     Corporation:   WELLINGTON HALL, LTD
                    425 John Ward Road
                    Post Office Box 1354
                    Lexington, NC  27293

6.2  WAIVER;  AMENDMENTS.  No failure or delay of the Holder in  exercising  any
     power or right hereunder  shall operate as a waiver thereof,  nor shall any
     single or partial  exercise of any such right or power,  or any abandonment
     or discontinuance  of steps to enforce such a right or power,  preclude any
     other or future  exercise  thereof or the  exercise  of any other  right or
     power.  The  rights and  remedies  of the  Holder  are  cumulative  and not
     exclusive  of any rights or remedies  which it would  otherwise  have.  The
     provisions  of this  Warrant may be  amended,  modified or waived with (and
     only with) the written  consent of the  Corporation and the Warrant Holders
     voting as a single  class,  entitling  such  Warrant  Holders to purchase a
     majority  of the Common  Stock  subject to purchase  upon  exercise of such
     Warrants at the time  outstanding  (exclusive of Warrants then owned by the
     Corporation or any Subsidiary  thereof);  provided,  HOWEVER,  that no such
     amendment,  modification  or waiver shall,  without the written  consent of
     each Holder of Warrants whose interest might be adversely  affected by such
     amendment,  modification  or waiver which  would,  (a) change the number of
     shares of Common Stock subject to purchase upon exercise of this

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     Warrant, the Exercise price or provisions for payment thereof or (b) amend,
     modify or waive the provision of this Section or Article III or IV hereof.

          Any such amendment,  modification or waiver effected  pursuant to this
     Section  shall be binding  upon the  Holders of all  Warrants  and  Warrant
     Stock,  upon each future Holder  thereof and upon the  Corporation.  In the
     event of any such amendment,  modification or waiver, the Corporation shall
     give prompt  notice  thereof to all Warrant  Holders  and, if  appropriate,
     notation thereof shall be made on all Warrants  thereafter  surrendered for
     registration of transfer or exchange.

6.3  GOVERNING  LAW.  This Warrant  shall be construed  in  accordance  with and
     governed  by the laws of the  State of North  Carolina,  without  regard to
     principles of conflicts of laws.

6.4  COVENANTS TO BIND  SUCCESSOR  AND  ASSIGNS.  All  covenants,  stipulations,
     promises and  agreements  in this Warrant  contained by or on behalf of the
     Corporation shall bind its successors and assigns,  whether so expressed or
     not.

6.5  SECTION  HEADINGS.  The section headings used herein are for convenience of
     reference  only,  are not part of this  Warrant  and are not to affect  the
     construction of or be taken into consideration interpreting this Warrant.

6.6  NO RIGHTS AS STOCKHOLDER. This Warrant shall not entitle the Warrant Holder
     to any rights as a stockholder of the Corporation.

     IN WITNESS WHEREOF,  the Corporation has caused this Warrant to be executed
in its corporate name by one of its officers thereunto duly authorized,  and its
corporate seal

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to be hereunto affixed, attested by its Secretary or an Assistant Secretary, all
as of the day and year first above written

                                        WELLINGTON HALL LTD.,
                                        a North Carolina corporation

                                        By: /s/ Hoyt Hackney, Jr.
                                            --------------------------
                                                    Officer

ATTEST:

/s/ W.W. Woodruff
--------------------
     Secretary

 ( CORPORATE SEAL )

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                               SUBSCRIPTION NOTICE
                    (To be executed upon exercise of Warrant)

TO:  WELLINGTON HALL LTD.
     425 John Ward Road
     Post Office Box 1354
     Lexington, NC  27293

     THE UNDERSIGNED hereby irrevocably elects to exercise the right of purchase
represented  by  the  attached  Warrant  for  ,  and  to  purchase   thereunder,
_______________  shares of Common  Stock,  as provided for therein,  and tenders
herewith  payment of the Exercise Price in full in the form of certified or bank
cashier's check or wire transfer.

     Please issue a certificate or certificates  for such shares of Common Stock
in the following name or names and denomination:

              -------------------------------------------

              -------------------------------------------
              Social Security No.:
                                   ----------------------

     If said number of shares shall not be all the shares issuable upon exercise
of the  attached  Warrant,  a new  Warrant  is to be  issued  in the name of the
undersigned  for the balance  remaining  of such  shares less any  fraction of a
share paid in cash.

Dated:____________

                                        -----------------------------------

                                        NOTE:   The   above   signature   should
                                        correspond  exactly with the name on the
                                        face of the attached Warrant or with the
                                        name of the  assignee  appearing  in the
                                        assignment form below.

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                                   ASSIGNMENT

                   (To be Executed upon assignment of Warrant)

     For  value  received,   _____________________  hereby  sells,  assigns  and
transfers unto  ______________________  the attached Warrant,  together with all
right,  title and interest therin,  and does hereby  irrevocably  constitute and
appoint  ____________________  attorney to transfer said Warrant on the books of
WELLINGTON HALL LTD., with full power of substitution in the premises.

Dated:__________________________

                                        __________________________________(SEAL)

                                        NOTE:   The   above   signature   should
                                        correspond  exactly with the name on the
                                        face of the attached Warrant.

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