EXHITBIT 10.33

                             STATE OF NORTH CAROLINA
                               COUNTY OF GUILFORD

                                 LEASE AGREEMENT


THIS LEASE AGREEMENT is made and entered into this the 26th day of April, 1999.
                     by and between the following parties:

                     PHILLIPS INTERESTS 3, INC. ("Landlord")
                              Post Office Box 1470
                        High Point, North Carolina 27261
                      Attention: Mr. Earl N. Phillips, Jr.

                                       and

                          Wellington Hall Limited, Inc.
                                  P.O. Box 1354
                         Lexington, North Carolina 27293
                        Attention: Mr. Hoyt Hackney, Jr.


A.   FUNDAMENTAL LEASE PROVISIONS

     Certain  fundamental  lease  provisions  are set forth in this  section and
     represent  the  agreement of the  Landlord  and Tenant,  subject to further
     elaboration and definition elsewhere in thisLease Agreement.

     1.  Showroom:  The  furniture  showroom  facilities  located  at 330  North
Hamilton Street in High Point, North Carolina. A copy of the Showroom plan is on
file in the office of Landlord.

     2. The Premises: That certain showroom unit shown on the second floor plans
of the Showroom and containing approximately 5,040 square feet of rentable area.
(4,200 net square feet plus 20% common area allocation of 840 square feet).  The
suite number of the Premises is 201.

     3. COMMON AREAS: Those portions of the Showroom  designated for the general
use, in common, of all the tenants of the Showroom.  Common Areas shall include,
but are not limited to, entranceways,  walkways, hallways, stairways, elevators,
bathrooms,  closets,  located  outside rented spaces,  open spaces,  parking and
exterior ground in and around the Showroom.

<PAGE>

     4. Lease Term: A period of five (5) years. beginning May 1, 1999 and ending
at midnight on April 30, 2004.

     5. Base Year: The initial calendar year of the lease term 1999.

     6. BASE RENT:

For that  portion  of the  Premises  located at 330 North  Hamilton,  Suite 201,
annual rent of Twelve  dollars  ($12.00)  per square foot of rentable  area with
semi-annual  payments of $30,240.00 due May 1st and November 1st of each year of
the Lease Term.

       7.   Additional Rent:

          (A) Tenant's pro rata share of real estate taxes in an amount by which
the annual ad valorem real property taxes  attributable  to the Premises in each
calendar  year  following the Base Year exceeds the amount of such taxes for the
Base Year, as provided in paragraph B.5(b);

          (b) Tenant's pro rata share of insurance premiums payable in an amount
by which the total casualty insurance premiums paid by the landlord attributable
to the Premises in each calendar year following the Base Year exceeds the amount
of such premiums in the Base Year, and additional premiums,  if any, as provided
in paragraph B.6(b);

          (c) Tenant's pro rata share of utility services metered in common with
other tenants, if applicable.

Each reference in the Lease agreement to any of the Fundamental Lease Provisions
and shall be construed to incorporate all of the terms described above;  but, if
there is a conflict between any Fundamental Lease Provision and any Provision in
the  remainder  of  this  Lease  Agreement  (including  exhibits,   riders,  and
amendments)  the  Fundamental   Lease  Provision  shall  be  preempted  by  such
provision.

B.   STATEMENT OF GRANT AND AGREEMENT
     Landlord and Tenant agree as follows:

1.   CERTAIN PROPERTY RIGHTS:

          (a)  LEASE:  Landlord  leases  to Tenant  the  Premises  described  in
Paragraph A.2 of this Lease  Agreement.  Use of such property is governed by the
provisions of this Lease Agreement, including paragraph B.7.

<PAGE>

          (b) Common Areas:  Tenant shall have the nonexclusive right to use all
Common Areas,  subject to uniform rules and  regulations as may be prescribed by
Landlord,  and  subject  to the  provisions  of  paragraph  B.12 of  this  Lease
Agreement.

          (c) Locks and Keys: Landlord has the right to install additional locks
at its expense on the interior  (including  doors to the  Premises) and exterior
doors to the Showroom.

The Landlord has the right to keep those doors locked at all times,  except that
during sessions of the International  Home Furnishings  Market, the Landlord has
the right to keep the  external and interior  doors locked  during  non-business
hours.

Landlord agrees not to  unreasonably  deny access to Tenant and shall provide an
adequate number of keys to Tenant.

Tenant agrees to safeguard security measures and agrees to require recipients of
keys to sign for them.

2.   LEASE TERM: Set out in paragraph A.4 of this Lease Agreement.

3.   BASE RENT: Calculated as provided in Paragraph A.6 of this Lease Agreement.

          Base Rent shall be paid in semi-annual installments, without demand or
set off to  Hamilton  Properties,  Post  Office  Box  1470,  HIgh  Point,  North
Carolina,  27261-1470,  or to such other payee(s), at such other place(s), or in
such other manner as the Landlord may  designate in writing in  accordance  with
the notice provisions of this Lease Agreement.

          Payments  shall be made on or before  the first day of the  designated
month of the Lease Term. Payments shall be made deemed paid when received by the
Landlord.

          In the event  Tenant  fails to pay when due any Base Rent,  Additional
Rent, or other amount provided in this Lease Agreement, the unpaid amounts shall
bear  interest  at the rate of 18% per annum,  such  interest to accrue from the
date payment was due until the debt is paid in full;  provided  that in no event
shall such interest  exceed the maximum,  allowed by law or be assessed prior to
the date permitted by law.

4.   TRANSFER AND PREPARATION OF PREMISES:

          (a) DELIVERY OF THE PREMISES:  Landlord  shall deliver the Premises of
Tenant  prior to the  commencement  date of the Lease  Term.  Delivery  shall be
deemed  sufficient  when Tenant is  permitted to enter upon the Premises for the
purpose of preparing  the Premises for use.  (See  [paragraph  B.7 for permitted
uses).

<PAGE>

          (b)  Inspection/No  Warranties:  Tenant  acknowledges  that Tenant has
inspected the Premises and that  Landlord  makes no warranty with respect to the
condition of the Premises.

Tenant  acknowledges that Tenant accepts the Premises "AS IS", and that Landlord
has no obligation to make any improvements to or modifications of the Premises.

          (c) Keys:  At the time of delivery  of the  Premises,  Landlord  shall
deliver to Tenant one  complete  set of keys to the  Premises,  to the  exterior
doors to the  Showroom,  and to  appropriate  Common Areas (to be  determined by
Landlord).

Landlord  shall provide Tenat copies of keys to  additional  locks  installed by
Landlord to the Premises as provided in paragraph B.l,  within a reasonable time
after installation of such locks.

All  keys  shall be  returned  to the  Landlord  upon  the  expiration  or early
termination of the Lease Term.

          (d)  Preparation  of  Premises  as  Showroom:  upon  delivery  of  the
Premises,  Tenant shall with due  diligence  proceed to prepare the Premises for
use  as  a  furniture  showroom,   including  installing  stock,  fixtures,  and
equipment.  However,  Tenant shall have no right to perform any work relating to
the  maintenance  of or upfitting of the Premises,  including but not limited to
carpentry  and  unpacking or assembly of showroom  items unless the Tenant first
obtains express written consent from the Landlord.

          All  such  work  shall be  performed  in  accordance  with  plans  and
specifications  prepared by Tenant's  architect  or designer  and  submitted  to
Landlord for Landlord's prior written approval, as provided in paragraph B.17 of
this Lease Agreement.

          Tenant shall cause its  contractors,  subcontractors,  employees,  and
agents to comply with such rules and regulations as may be imposed by Landlord.

          Tenant shall keep under control and place in  appropriate  receptacles
all  trash,  cartons,  and  construction  debris  generated  by  Tenant  or  its
contractors.  Tenant shall  remove or cause to be removed all such  materials at
its own expense at such times as necessary  for  sanitary and cosmetic  purposed
and at such times as Landlord my reasonably request that Tenant do so.

5.   TAXES:

          (a) REAL  PROPERTY  TAXES ON  SHOWROOM:  Landlord  shall  pay all real
property  ad  valorem  taxes  that are  imposed or  assessed  upon the  Showroom
(including the Premises).

<PAGE>

          (b) Real Property Taxes Attributable to Premises:  Tenant shall pay to
the Landlord (as Additional Rent) the amount by which the annual ad valorem real
property taxes  attributable to the Premises in each calendar year following the
Base Year exceeds the amount of such taxes for the Base Year.

          For the purpose of this provision,  the term "ad valorem real property
taxes  attributable  to the Premises" shall mean a pro rata portion of the total
taxes on the rentable  square footage of the Showroom,  as compared to the total
number of rentable square footage in the Premises.

          Landlord  shall  compute and notify Tenant of the amount of such taxes
annually.  Upon  notification,  Tenant shall pay such amount as Additional  Rent
with Tenant's next rent payment, as provided in paragraph B.3.

          The amount  payable by Tenant as Additional  Rent under this paragraph
B.5(b)  shall be prorated  on a daily  basis for any portion of a calendar  year
during the Lease Term.

          (c) Personal Property Taxes on Premises: Tenant promptly shall pay any
personal  property ad valorem taxes imposed or assessed upon property  installed
or placed in the Premises.

6.   INSURANCE AND WAIVER:

          (a) COVERAGE FOR THE SHOWROOM:  Landlord will procure,  maintain,  and
pay  all  premiums  for  casualty  insurance,  with  extended  coverage,  on the
Showroom.  Landlord will insure the Showroom.  Landlord will insure the Showroom
to its full replacement value.

          (b)  Increase  in  Showroom  Coverage  Cost:  Tenant  shall pay to the
Landlord,  as Additional Rent, the amount by which the total casualty  insurance
premiums  paid by Landlord  attributable  to the Premises in each  calendar year
after the Base Year  exceeds the amount of such  premiums in the Base Year.  For
purposes of this  provision,  the term "premiums  attributable  to the Premises"
shall mean a proprata  portion of the total insurance  premiums for the rentable
square  footage of the  Showroom,  as compared  to the total  number of rentable
square footage in the Premises.

          If Tenant  uses the  Premises  for any  purpose or in any manner  that
causes an increase in the rate of any insurance  maintained by the Landlord over
the rate  chargeable  with  respect to the use of the  Premises  as a  furniture
showroom,  Tenant shall pay to Landlord,  as  Additional  Rent,  the  additional
premium  resulting  therefrom.  This  provision  shall not be  construed to be a
consent or  authorization  to any use not permitted under the terms of paragraph
B.7.

<PAGE>

          (c)  Other  Coverage:  Tenant  shall  procure,  maintain,  and pay all
premiums for a policy of casualty  insurance,  with extended coverage,  insuring
Tenant's trade fixtures,  equipment,  furniture,  inventory,  and other personal
property  located  within the Premises.  Such policy shall insure those items to
the extent of at least 90% of their  replacement  value.  Tenant shall furnish a
copy of such policy or a certificate evidencing such policy to the Landlord upon
delivery of the Premises.

          (d) Waivers: If the Premises or its contents are damaged or destroyed,
to the extent the loss is insured,  the rights if any, of either  party  against
the other with respect to such damage or destruction,  are waived.  All policies
of fire and extended  insurance  required hereunder shall provide for waivers of
subrogation.

Landlord  shall compute and notify Tenant of the amount due under this paragraph
B.6 on a semi-annual  basis and Tenant shall pay such amount as Additional  Rent
with its next rent Payment, as provided in paragraph B.3.

The amount  payable by Tenant  under this  paragraph  B.6 shall be prorated on a
daily basis for any portion of a calendar year during the Lease Term.

7.   USE OF THE PREMISES:

          (a) Use as Wholesale Showroom: Tenant shall use the Premises only as a
wholesale showroom for home furniture.  Landlord agrees that each lease of space
in the Showroom shall contain a similar use  restriction,  so long as this Lease
is in effect.

          It is the intent of Landlord  and Tenant that the  Premises  are to be
used primarily for wholesale  transactions  with home furnishings  distributors;
however nothing contained in paragraph B.7 shall prohibit  retailing  activities
of  Tenant,  such as the  retail  disposition  of sample  items or  discontinued
merchandise, upon the giving of written notice to Landlord.

          (b) Legal Compliance: Tenant shall, in placing fixtures and performing
alterations within the Premises,  comply with all laws, ordinances,  orders, and
regulations of any lawful authority having  jurisdiction  over the Premises.  If
any  structural  alteration to the Showroom or to the Premises shall be required
to comply with any law,  ordinance  order, or regulation of any lawful authority
having jurisdiction over the Premises, Landlord shall make the alteration at its
own expense.

          (c) Disruptive Behavior:  Tenant shall not, nor shall Tenant allow its
employees,  agents,  licensees,  invitees,  guests,  or assigns to do any act or
follow any practice in or about the Premises that constitutes nuisance or safety
hazard; is disruptive to business to customers,  or to other tenants; or damages
the reputation of the Showroom.  If Tenant engages in such behavior and fails to
cease such behavior after demand from Landlord, Landlord shall have the right to
terminate this lease and eject Tenant from the Premises immediately, without the
right to cure under paragraph B.26 of this Lease  Agreement,  and without refund
of rent or any other amounts paid to the Landlord.

<PAGE>

          (d) Entertainment of Customers:  Tenant shall be permitted to make use
of the Premises for entertaining customers at social functions,  so long as such
use does not disturb other tenants of the Showroom.

          (e)  Condition  of  Premises:  Tenant  shall  keep the front  interior
portion of the Premises,  including the display window, furnished and orderly at
all times.  Tenant  shall at all times keep the  entire  Premises  in a neat and
orderly condition,  clean and free from rubbish and dirt. Tenant shall make such
arrangements  for the  storage  and  disposition  of all  garbage  and refuse as
necessary  for  sanitary  and  cosmetic  purposes or as  reasonably  required by
Landlord.  Landlord  shall  make  available  to  Tenant  suitable  areas  and/or
receptacles for disposition of trash and refuse,  located at a place  reasonably
convenient  to the  Showroom.  Tenant  shall not cause any noxious or  offensive
odors,  nor shall  tenant  cause any  smoke,  dust,  steam,  or  vapors,  or any
disturbing noise or vibrations to originate in or be emitted rom the Premises.

          (f) Use During Market:  Tenant's  agents or employees shall not reside
in the Premises during sessions of the  International  Home Furnishings  Market.
Bathroom  facilities,  including  showers,  shall be for the use of all  tenants
during  normal  business  hours  and shall not be used by  Tenant,  its  agents,
employees,  or assigns as a substitute  for  appropriate  living  accommodations
during sessions of the International Home Furnishings Market.

8.   SIGNS, ADVERTISING, AND SELLING ACTIVITIES:

Landlord  shall  provide  a  directory  sign for the use of all  tenants  of the
Showroom  and  Tenant  shall  have  the  right,  at its  expense,  to  place  an
identification  panel on the common directory sign. Prior to each session of the
International Home Furnishings  Market,  Landlord may post additional  directory
listings  within the  Showroom,  and Tenant may be  included  in such  directory
listings  upon  payment of a charge to Landlord  based on the number of listings
desired by Tenant.  Except for its identification panels on the common directory
sign,  Tenant  shall not have the  right to  install  any signs in the  Showroom
outside of the Premises. Landlord agrees to promptly deliver all mail or parcels
addressed to Tenant by placing said mail and parcels within the Premises. Tenant
shall,  at its own expense,  install and maintain in good condition all signs in
the  Premises.  Tenant  shall not  install  any signs in the  Premises  that are
visible from the exterior of the Premises  without the prior written  consent of
Landlord.  At the expiration of the Lease Term, Tenant shall promptly remove all
signs  installed  by it in the  Premises or the  Showroom  and shall  repair any
damage to the Premises or the Showroom caused by such removal.  Tenant shall not
maintain or display any merchandise or property of any nature  whatsoever in any
common facilities of the Showroom or on the outside of the Premises;  or permit,
allow or cause to be used in or about  the  Showroom  any  phonographs,  radios,
public address systems, sound production or reproduction devices,  mechanical or
moving display devices, motion picture or television devices, excessively bright
lights, changing, flashing,  flickering or moving lights or lighting devices, or
any similar  advertising media or devices,  the effect of which shall be visible
or audible from the exterior of the Premises.

<PAGE>

9.   UTILITIES:

During the Lease Term,  Landlord  shall  provide and maintain  necessary  mains,
ducts,   conduits,   cables  and  lines  in  order  to  bring  heating  and  air
conditioning, water, electricity and sewer to the Premises.

The installation of telephone  service and of all means of distribution of other
utilities within the Premises, shall be performed at Tenant's expense.

If any  utility  service is  separately  metered,  Tenant  shall pay the utility
company directly for the cost of such service to the Premises, including minimum
service charges, whether or not the Premises are in use by Tenant at the time of
the furnishing of such service. If any utility service is metered in common with
other tenants, Landlord shall pay directly for the cost of the utility services,
Tenant shall  reimburse  Landlord for its pro rata share of such costs (based on
the rentable area of the Premises and the rentable  area of the other  showrooms
using the  common  utility  services  during  the  period  being  invoiced),  as
Additional  Rent,  within  twenty  (20) days after  written  demand  therefor by
Landlord, accompanied by appropriate invoices from the utility company.

Tenant shall comply with all instructions  received from Landlord concerning the
use of the  utility  systems.  Landlord  shall not be  liable to Tenant  for any
damages  resulting from interruption or termination of utility service by reason
of necessary  repairs or  improvements  or for any cause  beyond the  reasonable
control of Landlord;  nor shall any such  interruption  or  termination  relieve
Tenant from the performance of its obligations under this Lease Agreement.

Landlord agrees,  however, that if Tenant suffers any loss or damage as a result
of a loss of  utilities,  Landlord  will make  reasonable  efforts to assign and
transfer to Tenant (at Tenant's expense):  (1) any right or claim which Landlord
has  against  a third  party  for such  loss or  damage;  and (2) any  insurance
proceeds  received by Landlord on account of such or any related loss or damage,
but only to the extent that such claim(s) or insurance proceeds remain after and
exceed full payment of any loss or damage suffered by Landlord.

10.  LANDLORD'S COVENANT TO MAINTAIN:

Landlord will maintain and keep the exterior and principal  structural  portions
of the  Showroom in good order and repair.  Landlord  will  maintain and keep in
good order and repair all  plumbing,  wiring,  electrical  systems  except those
inside the  Premises.  Landlord  will maintain and keep in good order and repair
all heating, air conditioning, cooling, and other systems.

<PAGE>

Landlord will not be  responsible  for and Tenant shall be  responsible  for any
repairs  occasioned or  necessitated  by: (a) any alterations or improvements to
the  Premises  constructed  by Tenant;  (b) the failure of Tenant to comply with
Landlord's  instructions  concerning  the  operation  of utility  systems in the
Premises;  or (c)  the  negligence  or  willful  acts  of  Tenant,  its  agents,
employees, guests, licensees or invitees, or assigns.

Landlord shall not be liable for any damages  resulting from its failure to make
repairs  unless it fails to make such  repairs  within a  reasonable  time after
receipt of notice of the necessity for such repairs.

11.  TENANT'S COVENANT TO MAINTAIN:

Tenant will, at its own expense,  keep and maintain in good order and repair all
parts of the  Premises  not  mentioned in the above  paragraph  B.10,  including
without limitation the entire interior of the Premises,  all window glass, plate
glass, doors and locks, plumbing, wiring and electrical systems contained in the
Premises.

Tenant will,  at the end of the Lease Term,  deliver the Premises to Landlord in
the same  condition as when received by the Tenant,  excepting  only normal wear
and tear,  repairs  required to be made by  Landlord,  and damage due to insured
casualty or condemnation.

12.  COMMON AREAS:

          (a)  Landlord's  Obligations:  Landlord  will at all times  during the
Lease Term maintain in good  condition and repair all Common Areas in and around
the Showroom.

          (b) TENANT'S  OBLIGATION:  Tenant shall use reasonable care in the use
of such common  areas.  Tenant shall not store  personal  property in the Common
Areas without prior express permission of the Landlord.

          (c) Landlord's  Rights:  All such Common Areas and facilities  therein
shall at all  times be  subject  to the  exclusive  control  and  management  of
Landlord.  Landlord  shall  have the right to  change  the  area,  location  and
arrangement  of the  Common  Areas  and  facilities  therein,  and to  make  all
reasonable  rules and regulations as in Landlord's  discretion may be necessary.
In particular, Tenant acknowledges and agrees that certain Common Areas, such as
exterior doors, elevators, bathrooms, may be kept locked between sessions of the
International  Home Furnishings  Market,  as provided in paragraph  B.i(c),  and
Tenant shall be responsible  for keeping those Common 6 Areas locked after using
them.

<PAGE>

          (d)  Maintenance of Common Areas:  During the three (3) weeks prior to
each  session of the  International  Home  Furnishings  Market,  and during each
session of the International Home Furnishings Market, janitorial,  trash removal
and other  cleaning  services will be provided  daily.  Between  sessions of the
International  Home  Furnishings  Market,  all  services  will be provided  less
frequently,  and Landlord may elect to provide janitorial services to fewer than
all the bathrooms located in the Showroom, and may close the other bathrooms. If
Tenant requires additional janitorial, trash removal or other cleaning services,
or requires those services at more frequent  intervals than they would otherwise
provided, or requires any maintenance services within the Premises, Landlord may
elect to furnish those  services at the sole expense of Tenant,  notwithstanding
the other provisions of the paragraph B.12, and Tenant shall pay to Landlord, as
Additional  Rent,  the charges for such  services  within twenty (20) days after
billing.

          Routine HVAC maintenance on the Premises shall be borne by Landlord.

13.  DAMAGE OR DESTRUCTION

          (a) Notice:  If the  Showroom or the  Premises is damaged or destroyed
during  the Lease Term by fire or other  casualty,  Tenant  shall  give  written
notice thereof to Landlord Immediately after Tenant becomes aware of such damage
or  destruction.  Should  Landlord  become aware of any damage to the  Premises,
Landlord  shall  notify  Tenant as soon as  possible  of the  existence  of such
damage.

          (b)  Reconstruction/Restoration:  Landlord will reconstruct or restore
the  Showroom,  including  the  Premises,  or repair  such damage as promptly as
practicable, and Tenant shall meanwhile be entitled to an abatement of rental to
the extent of the loss of use of the Premises suffered by it; provided, however,
that if either the  Showroom or the Premises is damaged or destroyed by casualty
to the extent of thirty percent (30%) or more of its  replacement  value,  or if
such  destruction  or damage is not  covered by the  property  insurance  policy
required to  maintained by Landlord,  Landlord  shall have the right in its sole
discretion to terminate this Lease.

          Landlord  shall  notify  Tenant in  writing of its intent to repair or
restore such damage or to terminate this Lease within thirty (30) days after the
date of the casualty.  The effective date of such  termination by Landlord shall
be  thirty  (30)  days from the date of the  notice  of  termination,  provided,
however,  that  Tenant's  obligation  to pay rent shall cease at the time of the
casualty.

          If Landlord  elects to repair or restore,  such repair or  restoration
shall be accomplished  as promptly as  practicable,  and in any event within one
hundred  eight (180) days after the date of the  casualty.  If this Lease is not
terminated and Landlord has not substantially  completed rebuilding or restoring
the Premises to the condition  existing prior to the casualty within one hundred
eighty (180) days after the date of the  casualty,  Tenant shall have the right,
for a period of thirty (30) days after the  expiration of the one hundred eighty
(180) day period,  to  terminate  this Lease by  delivery  of written  notice to
Landlord.

          (c) TENANT'S  LOSS OF USE: For purposes of  calculating  the extent of
Tenant's  loss of use of the  Premises,  the parties shall take into account the
disproportionate  value and  usefulness of the Premises  during  sessions of the
International  Home Furnishings  Market, it being understood if Landlord is able
to complete its  restoration  obligations  within such time as to permit  Tenant
(with the exercise of reasonable  diligence in redecorating) to use the Premises
as a showroom at the next session of the International  Home Furnishings  Market
following the casualty, then there shall be no abatement of rent.

          (d)  Tenant's  Negligence:   Notwithstanding   anything  contained  in
paragraph  B.13 to the contrary,  if Tenant's loss of the use of the Premises is
caused by the negligence of Tenant, its agents,  employees,  or invitees, and to
the extent the loss of rental is not covered by rental  interruption  insurance,
there shall be no abatement of rent.

14.  INDEMNITY BY TENANT:

Tenant covenants and agrees that it will defend, indemnify and protect Landlord,
and hold Landlord  harmless from, any and all claims of all persons arising from
or out of the use or  occupancy  of the  Premises by Tenant or Tenant's  agents,
employees, guests, licensees or invitees, or assigns.

Tenant  shall  procure  and  maintain,  or cause to be  maintained,  a policy of
comprehensive public liability insurance covering the Premises,  and any and all
claims  arising  from or out of the use or  occupancy of the Premises by Tenant,
its agents,  employees,  guests, licensees or invitees, or assigns, with a limit
of at least One Million Dollars  ($1,000,000.00)  per occurrence,  and an annual
aggregate  limit of at  least  One  Million  Dollars  ($1,000,000.00).  Tenant's
liability  insurance  policy  shall name  Landlord  as an insured or  additional
insured,  shall  contain  a  contractual  liability  endorsement,  shall  be  in
companies  approved by Landlord and shall contain an  undertaking by the insurer
that the policy shall not be modified  adversely  to the  interests of Landlord,
canceled  or  nonrenewable  without  at least  ten (10) days  written  notice to
Landlord.  A copy of the policy shall be deposited  with  Landlord  prior to the
commencement of the term of this Lease, and thereafter at least thirty (30) days
prior to the expiration of any such policy; provided, however, that in lieu of a
copy of the policy,  Tenant may deposit with Landlord a certificate of insurance
evidencing that the insurance required is in force and effect.

15.  INDEMNITY BY LANDLORD:

Landlord covenants and agrees that it will defend, indemnify and protect Tenant,
and hold Tenant  harmless  from,  any and all claims  arising from or out of any
occurrence, upon, at or from the Common Areas and facilities therein, when not a
result of any act or omission of Tenant,  its agents,  servants  and  employees,
licensees, invitees or assigns. Landlord shall procure and maintain, or cause to
be maintained,  a policy of  comprehensive  public  liability  insurance for the
Showroom,  with a limit of at least  One  Million  Dollars  ($1,000,000.00)  per
occurrence,  with an  annual  aggregate  limit of at least One  Million  Dollars
($1,000,000.00).  Upon request, Landlord shall provide Tenant with a certificate
of the insurer confirming that the liability insurance required is in full force
and effect.

<PAGE>

16.  LOSS OR DAMAGE TO PERSONAL PROPERTY OF TENANT:

Any and all personal  property of any kind  whatsoever,  including  fixtures and
furnishings,  brought  or  placed  in or upon  any part of the  Premises  or the
Showroom by Tenant,  its agents,  employees,  guest,  licensees or invitees,  or
assigns  shall be so brought or placed at its own risk,  or of the person owning
such personal  property,  no matter how caused.  Tenant hereby releases Landlord
from anyand all claims, demands,  responsibilities and obligations arising from,
out of or in respect of, any such damage to the personal property if Tenant, its
agents, employees, guests, licensees or invitees, or assigns.

17.  ALTERATIONS AND REMODELING BY TENANT:

Tenant may, at its own expense, make such alterations,  improvements,  additions
and changes to the  Premises as Tenant may deem  necessary  or  expedient in the
use,  occupancy or operation of the Premises as a wholesale or retail  furniture
showroom;  provided,  however,  that Landlord shall approve in advance all plans
and  specifications  for any such work, which approval shall not be unreasonably
withheld.  If  modifications  to the Premises' HVAC system are  necessitated  by
remodeling or alterations  performed by Tenant,  Tenant agrees to be responsible
for the cost of adding, removing, or relocating HVAC vents and/or duct work.

Tenant shall provide Landlord with the plans and  specification  for its work at
least fifteen (15) days prior to the  commencement of any  construction,  Tenant
shall not make any change or  alteration  which will:  (a) require or entail any
structural change in the roof or exterior wall of the Showroom,  (b) violate the
terms of any  mortgage  or deed of trust then a lien upon the  Showroom,  or (c)
violate  the terms of any  policy of  insurance  in force  with  respect  to the
Showroom or the Premises.

Tenant,   by  entering  into  this  Lease  Agreement,   accepts  any  reasonable
requirement or restriction contained in such policies or insurance, mortgage, or
deeds of trust;  and  Landlord  covenants  that it will use its best  efforts to
ensure  that such  instruments  conform  as  closely  as  possible  to  standard
furniture showroom facilities.

<PAGE>

Tenant shall comply with all applicable  laws and  regulations in performing its
construction,  including without  limitation all applicable  building codes, and
shall obtain all necessary  permits and approvals for its construction  from the
appropriate governmental authorities.

Tenant  shall  not be  entitled  to use the  Common  Areas  for the  storage  of
construction materials without the prior written consent of Landlord.

Tenant shall defend,  indemnify and protect Landlord, and hold Landlord harmless
from any and all claims  and  damages  (including  reasonable  attorney's  fees)
arising from or related to the performance of Tenant's construction work

If Tenant is in default at the end of the Lease Term, any alteration,  addition,
architectural  or design  changes,  or  improvements  made by  Tenant,  shall at
Landlord's  option  become the property of  Landlord;  provided,  however,  that
Landlord shall have the right to require  Tenant to remove any such  alterations
addition,  change,  or improvement at Tenant's cost. If Tenant is not in default
at the end of the Lease  Term,  Tenant  may,  at its  expense,  remove  any such
alteration, addition,  architectural or design change, or improvement,  provided
Tenant  promptly  repairs any damage caused by such  removal,  and provided that
Tenant  notifies  Landlord  of the  items it  intends  to  remove  prior to said
removal.  Notwithstanding  the  foregoing,  Tenant  shall  not have the right to
remove a portion of any installation  without removing the entire  installation,
and Tenant  shall not have the right to remove any  interior  track  lighting or
canisters, doors, sinks, or cabinets.

18.  MECHANIC'S LIENS:

Tenant  covenants and agrees to do all things necessary to prevent the filing of
any  mechanics' or other liens against the Premises or the Showroom by reason of
work, labor,  services or materials supplied or claimed to have been supplied to
Tenant,  or anyone  holding the Premises or any part  thereof,  through or under
Tenant.  If any such lien shall at any time be filed,  Tenant shall either cause
the same to be  discharged  or record  within twenty (20) days after the date of
filing,  or, if Tenant, in Tenant's  discretion and good faith,  determines that
such lien should be  contested,  shall furnish such security as may be necessary
or required to prevent any foreclosure  proceedings against Tenant's interest in
the Premises or the Showroom during the pendency of each contest.

If Tenant fails to  discharge  such lien or furnish  such  security  within such
period then, in addition to any other right or remedy of Landlord resulting from
Tenant's  default,  Landlord may, but shall not be obligated  to,  discharge the
same  either by paying the amount  claimed to be due or in such other  manner as
may be  prescribed by law, and Tenant shall  reimburse  Landlord upon demand for
any expenses incurred by Landlord.  Nothing contained in this paragraph 18 shall
imply any consent or  agreement  in the part of  Landlord to subject  Landlord's
estate to any mechanic's or other liens.

<PAGE>

19.  ALTERATIONS AND RENOVATIONS BY LANDLORD:

Tenant acknowledges that Landlord may renovate or expand the Showroom during the
Lease Term.  Landlord  shall perform,  or cause to be performed,  such work in a
manner  calculated to minimize any  disturbance of Tenant's use of the Premises.
Landlord agrees to give Tenant reasonable notice of construction work that might
affect  Tenant's  use of the  Premises,  and  further  agrees  that  no  work on
renovation or expansion that  interferes  with Tenant's use of the Premises will
be allowed during the International Home Furnishings Market.

Tenant agrees to cooperate with Landlord to facilitate  the  performance of such
work, such as by removing its personal property from the Premises and storing it
elsewhere  at  Landlord's   expense,   if  so  requested  by  Landlord.   Tenant
acknowledges that although the performance of such work may inconvenience Tenant
or disturb Tenant's use of the Premises during the Lease Term,  Tenant shall not
be entitled to an abatement of Base Rent or to other charges  payable under this
Lease Agreement as a result of construction  work undertaken by Landlord between
sessions of the International Home Furnishings Market.

20.  RELOCATION OF TENANT:

          (a) LANDLORD'S RIGHT TO RELOCATE TENANT:  If Landlord shall determine,
in its sole  judgment  and  discretion,  that it is in the best  interest of the
Showroom in the conduct of the business of Landlord to relocate Tenant, Landlord
is hereby given and granted the right to relocate and assign other  premises and
space to Tenant,  Provided  such new  location  and space is equal to or greater
than the Premises leases herein.

          In the event Landlord relocates Tenant, rental or the new premises and
space shall be at the same rate as provided for the Premises  leased herein.  In
such  event,  Landlord  shall,  at its  option,  either  pay to Tenant or credit
Tenant's   rental;   payments  with  an  amount  or  allowance  for   reasonable
depreciation of  installations  and improvements by Tenant in the Premises which
are not movable and usable by Tenant in the new premises and space. The cost and
expense of such move required by Landlord shall be paid by Landlord, except that
Landlord shall not be required to pay any cost(s) of publishing new address.

          (b)  Tenant's  Right to Request  Relocation:  Tenant  may, in writing,
request of Landlord a relocation  to a new space;  and if Landlord,  in its sole
judgment and discretion, shall determine that Tenant's request for relocation is
feasible  and proper,  and such space is  available,  Tenant shall be allowed to
relocate.  In such event, Tenant shall pay all costs and expenses of relocation;
and Tenant  shall also  restore the  Premises to good order and  condition,  and
render same suitable and  available for leasing by Landlord.  The rental for the
entire relocated  premises and space shall be chargeable at the  then-prevailing
rental  rates  for such new space and  area,  whether  greater  or less than the
Premises.

<PAGE>

          (c) Terms for Lease of New Space:  In the event of any  relocation  of
Tenant as provided in paragraph B.20, Tenant and new relocated premises and area
shall be subject to all terms and provisions of this Lease  Agreement,  the same
as if originally  leased  hereby,  except that rental rate shall be as set forth
above in paragraph B.20(a).

21.  PERSONAL PROPERTY:

Any inventory,  merchandise,  office  furniture,  equipment or other  unattached
movable personal  property placed in the Premises by or at the expense of Tenant
shall  remain the  property  of Tenant,  and Tenant  shall have the right at any
time, provided it is not then in default under this Lease, to remove any and all
of such  property;  provided,  however,  that Tenant shall  promptly  repair any
damage caused by such installation or removal.  All such property not removed by
Tenant within thirty (30) days after the  expiration or earlier  termination  of
the Lease Term shall be conclusively  presumed to have been abandoned by Tenant.
Title to such abandoned  property shall pass to Landlord  without any payment or
credit,  and  Landlord  may,  at its option and at  Tenant's  expense,  store or
dispose of such property as it sees fit.

22.  LANDLORD'S ENTRY:

Landlord shall have the right to enter upon the Premises at all reasonable times
during the Lease Term for the  purpose of  inspection,  maintenance,  repair and
alteration  and to show the Premises to prospective  tenants or  purchasers.  If
Tenant installs a burglar alarm system or other security device in the Premises,
Tenant shall notify Landlord in writing of the security code.

23.  ASSIGNMENT AND SUBLEASE BY TENANT:

Tenant may not assign this Lease or sublease the Premises or any portion thereof
without  the prior  written  consent of  Landlord,  which  consent  shall not be
unreasonably withheld. No assignment or subleasing of the Premises shall relieve
Tenant of its primary  liability for the  performance of its  obligations  under
this Lease Agreement.  The receipt by Landlord of rent from any party other than
Tenant shall not be deemed to be a consent to any assignment or sublease,  or to
operate as a waiver of Landlord's  rights under this paragraph B.23. The consent
by Landlord to any  assignment or sublease  shall not be deemed a consent to any
subsequent assignments or subleases.

If Tenant  desires to assign this Lease or sublease all or part of the Premises,
it shall  submit to Landlord,  at least ninety (90) days prior to the  effective
date of the proposed assignment or sublease, written notice of its intent, which
notice  shall:  (a) state the name of the proposed  assignee or  subtenant,  (b)
state the term, rental rate and other particulars of the

<PAGE>

proposed  assignment  and  sublease,  including,  without  limitation,  evidence
satisfactory to Landlord that the proposed  assignee or subtenant is financially
responsible,  and (c) be  accompanied  by a copy of the proposed  assignment  or
sublease  documents.  Upon receipt of the notice,  Landlord shall have the right
either to approve or  disapprove  the proposed  assignment  or  sublease,  or to
terminate  this Lease as of the proposed  effective  date of the  assignment  or
sublease.  Landlord  shall deliver to Tenant written notice of its intent within
ninety (90) days after the date of Tenant's notice to Landlord.

24.  TRANSFER OF LANDLORD'S INTEREST:

In the event of the sale,  assignment or transfer by Landlord of its interest in
the Showroom or in this Lease (other than a  collateral  assignment  to secure a
debt  of  Landlord)  to a  successor  in  interest  who  expressly  assumes  the
obligations  of Landlord  hereunder,  Landlord  shall  thereupon  be released or
discharged from all of its covenants and obligations under this Lease Agreement,
except such  obligations  as have accrued prior to any such sale,  assignment or
transfer;  and Tenant  agrees to look  solely to such  successor  in interest of
Landlord for performance of such obligations hereunder.  Tenant shall thereafter
attorn and look to such assignee as Landlord, provided Tenant has first received
written notice of such assignment of Landlord's interest.

25.  EMINENT DOMAIN:

If the Premises,  or any part thereof,  or more than thirty percent (30%) of the
Showroom,  is taken under the power of eminent domain  (including any conveyance
made in lieu  thereof),  and if such  taking  makes the  operation  of  Tenant's
business in the Premises impractical,  then either party shall have the right to
terminate  this Lease by  delivery of written  notice to the other party  within
sixty (60) days after title vests in the  condemning  authority.  The  effective
date of such termination  shall be thirty (30) days after the date of the notice
of termination;  provided,  however,  that Tenant's obligation to pay rent shall
cease at the time  Tenant is  dispossessed  of the  Premises as a result of such
taking.  If neither party elects to terminate  this Lease,  Landlord shall apply
the  proceeds of  condemnation  to restore the  Premises  and the  Showroom to a
tenantable  condition  as soon as  practical,  in which event the rental paid by
Tenant  under  this  Lease  shall  be  proportionately  and  equitably  reduced.
Notwithstanding anything in this paragraph B.25 to the contrary,  Landlord shall
not be  required  to  pay,  but  may at its  option  choose  to  pay,  for  such
restoration  or repair  any amount in excess of the  condemnation  award (or the
proceeds of private sale in lieu thereof)  received by Landlord as the result of
such taking.

If less  than  thirty  percent  (30%)  of the  Showroom,  none of  which  is the
Premises,  is taken  under the power of  eminent  domain,  than  Landlord  shall
restore the Showroom on the same terms and conditions as if Landlord had elected
to restore under the preceding paragraph; provided, however, that Landlord shall
not be obligated to pay for such  restoration  or repair any amount in excess of
the  condemnation  amount  (or the  proceeds  of private  sale in lieu  thereof)
received by Landlord as the result of such taking.

<PAGE>

All compensation awarded for any taking (or the proceeds of private sale in lieu
thereof), whether for the whole or a part of the Premises, shall be the property
of Landlord,  whether such award is  compensation  for damages to  Landlord's or
Tenant's interest in the Premises, and Tenant hereby assigns all of its interest
in any  such  award to  Landlord;  provided,  however,  Landlord  shall  have no
interest in any award made to Tenant for  relocation  expenses or for the taking
of Tenant's trade  fixtures and other property  within the Premises (that Tenant
is authorized to remove at termination  pursuant to paragraphs B.17 and B.21) if
a separate award of such items is made to Tenant.

26.  Default by Tenant:

In the event (a) Tenant fails to pay any Base Rent, Additional Rent or other sum
of money due under this Lease  Agreement when due; or (b) Tenant defaults in the
performance of any other covenant of this Lease Agreement and fails to cure such
default within ten (10) days after written notice to Tenant,  or if such default
cannot  reasonably  be cured in ten (10) days,  Tenant  does not within such ten
(10) day period  commence  such act or acts  necessary  to cure such default and
complete  such act or acts  promptly,  or (c)  Tenant  becomes  insolvent  or is
adjudicated  bankrupt,  or files in any court a petition in  bankruptcy or other
debtor proceedings, or files or has filed against it a petition in bankruptcy or
other debtor  proceedings,  or files or has filed  against it a petition for the
appointment of a receiver or trustee for all or substantially  all of the assets
of Tenant,  or an  attachment  proceeding  ancillary  to an  underlying  debt is
initiated  by a  creditor  so that the  Tenant's  personal  property  within the
Premises is seized,  and such  appointment  or  attachment is not vacated or set
aside within twenty (20) days from the date of such  appointment  or attachment,
or Tenant makes an assignment for the benefit of creditors,  or petitions for or
enters into such an  arrangement;  or (d) Tenant  abandons  the  Premises or any
substantial part thereof,  or suffers this Lease to be taken or encumbered under
any legal process and such taking or encumbrance is not dissolved  within twenty
(20) days; or (e) Tenant  disposes of or agrees to dispose all or  substantially
all of its assets, then in any such event, at the option of Landlord and without
any further  notice or action by  Landlord,  Landlord  shall have the  immediate
right of  reentry to remove all  persons  and  property  from the  Premises  and
dispose of or store such  property as it sees fit,  all without  resort to legal
process and without being deemed guilty of trespass.

If Landlord should elect to reenter as provided in this paragraph B.26 or should
take possession  pursuant to legal  proceedings,  Landlord may either  terminate
this  Lease,  or  Landlord  may,  without  terminating  this  Lease,  make  such
alterations and repairs as may be necessary in order to relet the Premises,  and
may at its option  relet the Premises for such term and at such rentals and upon
such other terms and conditions as Landlord may deem advisable.  No such reentry
or taking  possession  of the  Premises by  Landlord  shall be  construed  as an
election to terminate  this Lease unless a written  notice of such  intention is
given by Landlord to Tenant at the time of such  reentry;  but,  notwithstanding
any such reentry and  reletting  without  termination,  Landlord may at any time
thereafter elect to terminate this Lease for such previous breach.

<PAGE>

If Landlord elects to terminate this Lease, Landlord may recover from Tenant all
damages incurred by reason of such breach,  including the cost of recovering the
Premises and enforcing this Lease (including reasonable attorney's fees) and the
difference  in value  between  the Base Rent and other  amounts  which  would be
payable  by  Tenant  hereunder  for the  remainder  of the  Lease  Term  and the
reasonable rental value (net of all expenses of reletting  including the expense
of repairs,  alteration,  upfitting  and  renovation)  of the  Premises  for the
remainder of the Lease Term. If Landlord elects to reenter  without  terminating
this Lease,  Landlord may recover from Tenant all damages  incurred by reason of
such breach,  including the cost of recovering  the Premises and enforcing  this
Lease  (including  reasonable  attorneys'  fees),  and the  costs of  repairing,
altering, upfitting and renovating the Premises for the purpose of reletting the
Premises.

If Landlord does not terminate  this Lease,  then unless and until Landlord does
relet the  Premises,  Tenant shall pay Landlord  monthly  during the period that
Tenant's  right of  possession is  terminated,  a sum equal to all Base Rent and
other amounts due under this Lease Agreement. If and when the Premises are relet
and a sufficient  sum is not realized from such  reletting  after payment of all
Landlord's expenses of reletting (including repairs,  alterations,  improvement,
additions,  decorations,  legal fees and brokerage  commissions)  to satisfy the
payment of Base Rent and all other  amounts due under this Lease  Agreement  for
any monthly period,  Tenant shall pay Landlord any such deficiency  monthly upon
demand.

Tenant  agrees that  Landlord  may file suit to recover any sums due to Landlord
under this  paragraph  B.26 and that any such suit or recovery of any amount due
Landlord  shall not be any  defense to any  subsequent  action  brought  for any
amount not  previously  reduced to  judgment in favor of  Landlord.  If Landlord
elects to terminate  Tenant's right to possession only without  terminating this
Lease,  Landlord  may, at its option,  enter into the Premises  remove  Tenant's
signs and other  evidences  of tenancy,  and take and hold  possession  thereof,
provided, however, that such entry and possession shall not terminate this Lease
or release Tenant, in whole or in part, from Tenant's  obligation to pay rent or
from any other obligation of Tenant for the remainder of the term of this Lease.

27.  HOLDING OVER:

If Tenant  remains in  possession  of the Premises or any part thereof after the
expiration  of the Lease  Term with  Landlords'  acquiescence  and  without  any
written  agreement  of the parties,  Tenant shall be only a tenant at will,  and
there shall be no renewal of its Lease or exercise of any option by operation of
law.

28.  SUBORDINATION

This Lease is subject  and  subordinate  to any and all  mortgages  and deeds of
trust now existing or hereafter  placed on the property of which the Premises is
a part; provided however, that any such mortgage or beneficiary of any such

<PAGE>

deed of trust shall agree in writing  that Tenant will not be  disturbed  in the
use or  enjoyment  of the  Premises  so long as it is not in default  hereunder.
Tenant   agrees  that  this  Lease  shall   remain  in  full  force  and  effect
notwithstanding  any default or  foreclosure  under any such mortgage or deed of
trust and that it will attorn to the  mortgagee,  trustee or beneficiary of such
mortgage or deed of trust, and their successors or assigns, and to the purchaser
or assignee under any such  foreclosure.  Tenant will, upon request by Landlord,
execute and deliver to Landlord,  or to any other Person designated by Landlord,
any instrument or instruments, required to give effect to the provisions of this
paragraph.

29.  WARRANTY:

Landlord  covenants  that it has full right and  authority to lease the Premises
upon the terms and  conditions  of this Lease  Agreement,  and that Tenant shall
peacefully  and quietly  hold and enjoy the  Premises for the full Lease Term so
long as Tenant  does not  default  in the  performance  of any of its  covenants
hereunder.

30.  ESTOPPED CERTIFICATE:

Within ten (10) days after request therefor by Landlord, Tenant shall deliver in
recordable  form, to Landlord or any party  designated by Landlord,  a statement
certifying  any facts that are then true with  respect  to the Lease,  including
without  limitation  (if such be the case)  that this Lease is in full force and
effect,  that Tenant is in possession,  that Tenant has commenced the payment of
rent and that there are no defenses or offsets to the Lease claimed by Tenant.

31.  NOTICES:

Any and all notices,  demands,  requests or  designations  required or permitted
under this Lease  Agreement  shall be in writing and shall be deemed  given when
delivered  personally or sent by prepaid  registered or certified  mail,  return
receipt  requested,  to the parties at the addresses set forth on page 1 of this
Lease.  Either  party  may,  from time to time,  by notice  as  provided  above,
designate a different address to which notice to it shall be sent.

32.  FORCE MAJEURE:

If Landlord or Tenant is delayed,  hindered or prevented from the performance of
any  act  required  under  this  Lease  Agreement,  by  reason  of  governmental
restrictions, scarcity of labor or materials, strikes, fire or any other reasons
beyond its control,  the performance of such act shall be excused for the period
of delay,  and the period for the  performance of any such act shall be extended
for the period necessary to complete  performance after the end of the period of
such delay.  Notwithstanding  the  foregoing,  the  provisions of this paragraph
shall not be  applicable  to (a) relieve  Landlord of is  obligation  to deliver
possession of the Premises to Tenant prior to the commencement date of the Lease
Term,  or (b) relieve  Tenant of its  obligations  to pay Base Rent or any other
sums,  monies,  costs,  charges or expenses  required to be paid by Tenant under
this Lease Agreement.

33.  SECURITY DEPOSIT:

This section intentionally deleted.

34.  BROKERS:

Landlord  and Tenant  warrant that they have dealt with no brokers or finders in
connection  with this  Lease.  If any broker or finder  claims a  commission  in
connection  with this Lease,  the party whose conduct or agreement  gave rise to
such claim will hold the other harmless from any liability therefor and from any
costs or expenses (including reasonable attorneys' fees) associated therewith.

35.  NATURE AND EXTENT OF AGREEMENT:

This Lease Agreement  contains the complete  agreement of the parties  regarding
the terms and conditions of the lease of the Premises,  and there are no oral or
written  conditions,  terms and  understandings  or other agreements  pertaining
thereto that have not been incorporated herein.

This Lease  Agreement  creates  only the  relationship  of  landlord  and tenant
between the  parties as to the  Premises;  and  nothing in this Lease  Agreement
shall in any way be  construed  to impose upon either  party any  obligation  or
restriction not expressly set forth in this Lease Agreement.

36.  BINDING EFFECT:

This Lease Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective successors and assigns.

37.   GOVERNING LAW:

This Lease Agreement shall be governed by and construed according to the laws of
the State of North Carolina.

<PAGE>

IN WITNESS WHEREOF,  the parties hereto have executed this Lease Agreement under
seal as of the day and year first above written.

                                        LANDLORD:
                                        PHILLIPS INTERESTS 3, INC.

(CORPORATE SEAL)
                                        By: /s/ Earl N. Phillips, Jr.
                                            ----------------------------
                                            Mr. Earl N. Phillips, Jr.
                                            President
ATTEST:

/s/ Lakita Carden
-----------------------------
Secretary
                                        TENANT:
                                        Wellington Hall Limited, Inc.

(CORPORATE SEAL)
                                        By: /s/ Hoyt Hackney, Jr.
                                            ---------------------------
                                            Mr. Hoyt Hackney, Jr.
                                            President
ATTEST:


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

<PAGE>

STATE OF NORTH CAROLINA

COUNTY OF GUILFORD

          This 10th day of May, 1999,  Earl N. Phillips,  Jr.,  personally  came
before me who, being by me duly sworn, says that he is the President of PHILLIPS
INTEREST 3, INC., a North Carolina corporation, and that the seal affixed to the
foregoing  instrument in writing is the corporate seal of the company,  and that
the said writing was signed and sealed by him, in behalf of said corporation, by
its authority duly given.  And the said President  acknowledged the said writing
to be the act and deed of said corporation.

                          /s/
                          ----------------------------
                                  Notary Public


                                             My Commission Expires:


                                             ----------------------------
                                             (NOTARIAL SEAL)

STATE OF NORTH CAROLINA

COUNTY OF DAVIDSON

          This 23rd day of April,  1999,  Hoyt  Hackney,  Jr.,  personally  came
before  me who,  being  by me duly  sworn,  says  that  he is the  President  of
Wellington Hall Limited,  Inc., a Lexington,  NC corporation,  and that the seal
affixed to the foregoing  instrument in writing is the corporate seal of the the
company,  and that the said  writing  was signed and sealed by him, in behalf of
said  corporation,   by  its  authority  duly  given.  And  the  said  President
acknowledged the said writing to be the act and deed of said corporation.

                          ----------------------------
                                  Notary Public


                                        My Commission Expires:

                                        ----------------------------
                                        (NOTARIAL SEAL)