110503ST

ASHLEY FURNITURE INDUSTRIES, INC.

ARCADIA, WISCONSIN 54612

By submitting your order to Ashley Furniture Industries, Inc. (“Ashley”), you (“Company”) acknowledge and agree that the
following Standard Terms and Conditions of Sale shall govern and control all sales by Ashley to Company:

STANDARD TERMS AND CONDITIONS OF SALE

1. Exclusive Terms. These Standard Terms and Conditions of Sale (hereinafter called "Terms and Conditions") shall
govern and control all sales by Ashley to Company. These Terms and Conditions supersede all prior oral and written statements
of any kind whatsoever made by the parties and their representatives regarding the subject matter of these Terms and Conditions.
All terms and conditions contained in the purchase order submitted by Company or elsewhere which are different from, in
addition to, in conflict with, or vary the terms of these Terms and Conditions, are hereby objected to and shall not be binding on
Ashley and shall be automatically amended, without notice, and without further action by the parties, to be identical to these
Terms and Conditions.

2. Acceptance. Acceptance by Ashley of all purchase orders is required and any such purchase order that has been
properly received by Ashley shall not give rise to any obligation of Ashley unless and until Company has properly received in
return an acceptance document from Ashley or Ashley has shipped the goods set forth in the purchase order to Company.

3. Prices. The prices and specifications set forth in Ashley's price lists are subject to change without notice, unless
otherwise expressly indicated therein, and prices contained in the purchase order are not binding on Ashley until Company has
properly received in return an acceptance document from Ashley or Ashley has shipped the goods set forth in the purchase order
to Company.

4. Taxes. Any applicable federal, state, local or other government tax or charge on the sale or shipment of the goods
covered by this Agreement shall be added to the price and paid by the Company. Company agrees to pay promptly and hold
harmless Ashley from all such taxes, including interest and penalties thereon, and any costs and expenses, including reasonable
attorneys' fees, in connection therewith.

5. Shipment, Freight, and Delivery. Except as otherwise provided in Ashley price lists, all prices are F.O.B. Ashley's
warehouse, Arcadia, Wisconsin. All occasional table orders are based upon a ration of two end tables to one cocktail table, a
15% surcharge will be added to the cocktail table price when this ratio is not met.

6. Terms. Except as otherwise provided or required by Ashley’s Credit Department, the terms of all sales by Ashley to
Company are net thirty (30) days from date of Ashley's invoice; provided however, that all sales are subject to credit approval by
Ashley’s Credit Department and based on Company’s credit, as determined by Ashley’s Credit Department, Company’s future
credit terms are subject to change without notice. A late payment charge of 1.5% per month (but not in excess of the legal
maximum) will be added to all past due balances. Company shall not have right of set off.

7. Restocking Fee. If company refuses or fails to accept delivery of Ashley goods ordered by Company (including but
not limited to any refusal to accept goods that were ordered due to an order entry error by Company, such as double entry or
data entry issues), Company will be charged a re-stocking fee equal to 20% of the invoice price of the refused or unaccepted
item (“Re-Stocking Fee”). In addition, the Re-Stocking Fee will be due from Company when one or more of the following
exist:

(i) The designated delivery location was closed or was not prepared to accept delivery of the Ashley goods
purchased by Company; or
(ii) Company failed to provide Ashley with advance notice of at least seven (7) business days or a store or
warehouse closure, other than a closure on New Years Day, Memorial Day, July 4th, Labor Day,
Thanksgiving Day, or Christmas Day.

Notwithstanding anything contained herein to the contrary, all re-stocking fees are due upon Company’s receipt of Ashley’s
invoice for the re-stocking fees.

8. Financial Responsibility. Shipment and delivery hereunder shall at all times be subject to approval of Ashley's Credit
Department, and Ashley at any time may require payment in advance or satisfactory security or guarantee that all payments will
be promptly paid when due. Until credit approval has been obtained, orders will be shipped only on the basis of payment in
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advance. If Company fails to comply with any terms of payment of this or any other contract with Ashley, Ashley, in addition to
its rights and remedies, but not in limitation thereof, reserves the right to withhold deliveries or terminate this or any other
contract with Company, and any unpaid amounts thereupon shall become immediately due and payable.

9. Notice of Accident or Malfunction. Company shall notify Ashley promptly and in any event within thirty (30) days
of any accident or malfunction involving goods manufactured or sold by Ashley which results in personal injury or damage to
property and shall cooperate fully with Ashley in investigating and determining the cause of such accident or malfunction. In
the event that Company fails to give such notice to Ashley and to so cooperate, Company agrees to protect, defend, and save
Ashley harmless against all suits at law or in equity and from all costs of suit, legal fees, and expenses, damages, claims, and
demands arising out of or awarded in connection with Ashley's sale or supplying of goods to Company.

10. Warranty to Company and Limitation of Remedy (“Company Warranty”). Subject to the provisions contained
herein, Ashley warrants to Company that for a period of one (1) year from the date of shipment to Company or until the goods
are sold to the end-use consumer by Company, which ever is earlier, that the goods supplied by it to Company are free of
substantial manufacturing defects. A reasonable amount of touch-up, deluxing, and installation of repair parts is the
responsibility of Company.

Upon sale of the goods to the end-use consumer, Ashley’s obligation to Company under this Company Warranty shall
terminate, and Ashley’s obligation shall be limited exclusively to the obligations set forth in the terms and conditions of
Ashley’s applicable consumer warranty.

THE FOREGOING COMPANY WARRANTY IS EXCLUSIVE. ALL EXPRESS WARRANTIES NOT STATED IN THESE
TERMS AND CONDITIONS AND ALL IMPLIED WARRANTIES (WHETHER WRITTEN OR ORAL), INCLUDING
BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, ARE SPECIFICALLY DISCLAIMED.

ASHLEY MAKES NO WARRANTY, EXPRESS OR IMPLIED (WHETHER WRITTEN OR ORAL) WITH RESPECT TO
MATERIALS, GOODS, OR ITEMS NOT MANUFACTURED BY ASHLEY, AND ALL WARRANTIES WITH RESPECT
TO SUCH MATERIALS, GOODS, OR ITEMS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES
(WHETHER WRITTEN OR ORAL) OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE
SPECIFICALLY DISCLAIMED.

Under this Company Warranty, the sole liability of Ashley is limited to, at Ashley's sole option, repair, replacement or credit for
goods sold, supplied or furnished to Company by Ashley which contain substantial manufacturing defects if Ashley actually
receives notice from Company of the alleged defect within one (1) year from the date of shipment to Company or until the goods
are sold to the end-use consumer by Company, which ever is earlier.

Ashley shall not be liable for any labor or other expenses incurred by Company in the removal, repair, or replacement of the
goods or any component part claimed to be defective nor shall Ashley be liable for any expenses incurred by the Company in
order to remedy any defect in Ashley’s goods. Ashley shall not be liable for any damages to the goods resulting from improper
handling after the goods are delivered to Company, nor shall Ashley be liable for any damages incurred while the goods are in
the possession of Company or Company’s customers.

ASHLEY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, OR CONTINGENT DAMAGES OR LOST
PROFITS OR EXPENSES ARISING DIRECTLY OR INDIRECTLY FROM ANY DEFECT IN GOODS SOLD, SUPPLIED
OR FURNISHED BY ASHLEY TO COMPANY, FROM THE USE THEREOF, OR FROM COMPANY'S INABILITY TO
MAKE USE THEREOF. THE DISCHARGE OF ASHLEY'S WARRANTY OBLIGATION HEREUNDER SHALL
CONSTITUTE FULFILLMENT OF ALL LIABILITIES OF ASHLEY TO COMPANY, WHETHER BASED ON
CONTRACT, NEGLIGENCE, OR OTHERWISE WITH RESPECT TO GOODS SOLD OR PROVIDED TO COMPANY.

THE REMEDIES SET FORTH HEREIN SHALL BE THE EXCLUSIVE REMEDIES AVAILABLE TO THE COMPANY
AND IN LIEU OF ALL OTHER REMEDIES, AND THE LIABILITY OF ASHLEY, WHETHER IN CONTRACT, IN TORT,
UNDER ANY WARRANTY, OR OTHERWISE, SHALL NOT EXCEED THE PRICE OF THE GOODS SOLD, SUPPLIED,
OR FURNISHED BY ASHLEY TO COMPANY HEREUNDER ON WHICH LIABILITY IS BASED. ASHLEY NEITHER
ASSUMES OR AUTHORIZES ANY REPRESENTATIVE OR OTHER PERSON TO ASSUME FOR IT ANY
OBLIGATION OR LIABILITY OTHER THAN IS EXPRESSLY SET FORTH HEREIN.

The sole purpose of the stipulated exclusive remedy shall be to provide Company with a credit or replacement for or the repair
of defective parts in the manner provided herein. This exclusive remedy shall not be deemed to have failed of its essential
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purposes so long as Ashley is willing to credit Company's account, or repair or replace the defective part(s) in the manner
proscribed herein.

All claims under this Section 10 are subject to and must be made in accordance with Ashley’s Product Return Policy set forth in
Section 12.

11. Shortage/Risk of Loss. Any claims for shortage, product delivered in error, loss, or damages must be made within ten
(10) days of receipt of shipment by Company. Any claim not made within said periods shall conclusively be deemed waived by
Company. In the event that the goods are refused by Company and returned to Ashley, all freight charges, both outbound and
inbound, shall be charged to Company. All claims of Company under this Section 11 are subject to and must be made in
accordance with Ashley’s Product Return Policy set forth in Section 12.

Company shall bear and pay all expenses, losses and damages that may arise from the transportation of the goods after they are
delivered by Ashley to any carrier except Ashley Distribution Services, Ltd.

12. Product Return Policy. All claims under Section 10 and Section 11 of these Terms and Conditions are subject to and
must be made in accordance with Ashley’s then-current product return policy (“Product Return Policy”); a copy of the current
Return Policy is attached hereto as Exhibit A and incorporated herein by referenced. Company acknowledges and agrees that
Ashley, in its discretion, may modify the Product Return Policy from time to time by providing Company with the modified
Product Return Policy (the “Notice”); unless otherwise provided in the Notice, such changes to the Product Return Policy are
effective five (5) days from the date of the Notice.

13. Defaults and Delays. Ashley shall not be liable for any default or delay in the production or delivery of all or any
goods or a materials resulting either directly or indirectly from (a) accidents to, or breakdown or mechanical failure of Ashley's
plant machinery or equipment, strikes or other labor troubles, labor shortages; fire; flood; wars; acts of the public enemy; acts of
God; delays of suppliers; delays in transportation or lack of transportation facilities; embargoes; shortages of, or reductions in,
energy sources; priorities, allocations, limitations, restrictions, or other acts required or requested by Federal, state, or local
governments or any subdivision, bureau, or agency thereof, or (b) any cause beyond the control of Ashley. In no event shall
Ashley be liable for any consequential, special, or contingent damages arising out of Ashley's default or delay in filling or
shipping any order of Company.

14. Governing Law. The parties mutually acknowledge and agree that all sales by Ashley to Company and these Terms
and Conditions shall be governed by, and construed in accordance with, the internal laws of the State of Wisconsin. The
Company consents to the jurisdiction of any local or state court located within the State of Wisconsin and waives any objection
that it may have based on improper venue or forum inconvenience to the conduct of any proceeding in any such court.

15. Waiver. The waiver or failure of Ashley to exercise in any respect any right provided for herein shall not be deemed a
waiver of any further right hereunder.

16. Binding Effect. The provisions of these Terms and Conditions shall bind and inure to the benefit of Ashley and
Company and their respective successors and assigns. However, the Terms and Conditions, or any part thereof or right or
obligation thereunder, and the sales governed thereby, shall not be assigned without the prior written consent of Ashley.
 110503ST
EXHIBIT A

PRODUCT RETURN POLICY

In addition to requirements and obligations of Ashley Furniture Industries, Inc.’s (“Ashley”) Standard Terms and Conditions
of Sale (“Terms and Conditions”), all claims made pursuant to Section 10 and Section 11 of the Terms and Conditions are
subject to and must be made in accordance with the following:

1. Original Packaging. All returned items must be accompanied by all original packing, including the original
shipping label which clearly shows the serial number; provided however, that with respect to upholstered items, only
the shipping label must accompany the returned items. All returned items including upholstered items, must be
securely packaged to protect against damage during shipment. The Company will be responsible for any damage to
the returned items during shipment caused by shipping or improper packing.

2. Pick-Up of Items by Ashley. In order to return delivered and accepted items, Company must obtain a Return
Authorization number (a “RA”) from Ashley. Company can obtain an RA by contacting its customer relationship
manager. If an RA is issued for the item(s), the items to be returned must be properly packaged, accompanied by
the original shipping label and RA, and ready for pick up by Ashley no later than the date of the next scheduled
delivery of Ashley product to Company or one week (collectively “Ready for Pick-up”). Items being returned need
to be Ready for Pick-up so that the items can be picked-up on the first truck with available room. Pick up of the
returned item(s) is subject to available room on the delivery trucks and scheduling, and Ashley cannot guaranty the
date by which it will pick up the returned item(s). If a returned item is not Ready for Pick up on the second
attempted pick up, no further attempts to pick up such item will be made and no return credit will be issued for that
item.

3. Re-Order. Returned items are not automatically reordered. If Company returns any item(s), the returned item(s)
will not be re-ordered until the Company issues a new purchase order for new items to Ashley to replace the
returned item(s). If Ashley authorizes the return of and issuance of a credit for an item and the returned item is
subsequently re-ordered by Company, Ashley will separately (i) invoice the re-ordered item and (ii) credit the
returned item.