SIXTH AMENDMENT TO SECOND AMENDED
                     AND RESTATED REVOLVING CREDIT AGREEMENT


         THIS SIXTH  AMENDMENT TO SECOND AMENDED AND RESTATED  REVOLVING  CREDIT
FACILITY dated as of March 30, 2000 (the "Sixth Amendment") is by and between

         STANLEY FURNITURE COMPANY, INC., a Delaware corporation
         (the "Borrower"); and

         NATIONAL  BANK OF CANADA,  a Canadian  chartered  bank (the "Lender" or
          "NBC").

RECITALS

         A. National Canada Finance Corp., a Delaware corporation ("NCFC"), and
the Lender made a certain credit facility available to the Borrower pursuant to
the terms and conditions contained in that certain Second Amended and Restated
Revolving Credit Agreement dated as of February 15, 1994 among the Borrower,
NCFC and the Lender, as amended by a First Amendment to Second Amended and
Restated Credit Agreement dated as of August 21, 1995, a Second Amendment to
Second Amended and Restated Credit Agreement dated as of October 14, 1996, a
Third Amendment to Second Amended and Restated Credit Agreement dated as of
June 24, 1997, a Fourth Amendment to Second Amended and Restated Revolving
Credit Agreement dated as of February 24, 1998 and a Fifth Amendment to Second
Amended and Restated Revolving Credit Agreement dated as of March 10, 1999 (as
amended, the "Loan Agreement").

         B. The Borrower has requested that the Lender make certain changes to
the Loan Agreement.

         C. The Lender has agreed to make these changes to the Loan Agreement as
set forth herein.

         NOW, THEREFORE, the Borrower and the Lender hereby agree as follows:

         A. The second sentence in Section 2.01(a) of the Loan Agreement is
deleted in its entirety and replaced with the following:

                  "The Borrower may borrow,  repay and reborrow  hereunder on or
         after the Closing Date (subject to the terms of Section 2.01(d) hereof,
         and until August 21, 2002 (the  "Initial  Period")  and for  successive
         one-year  periods  thereafter  on each  August 21 until  terminated  as
         hereafter provided (each, an "Extension Period"); provided, that if the
         Lender,  upon an Event of  Default,  or the  Borrower  gives  notice of
         termination to the other (in accordance with the terms of Section 10.01
         hereof) not less than 120 days prior to the date such termination is to
         occur,  then the  Commitment  will  terminate and all Revolving  Credit
         Loans and any other  amounts  owing with  respect  thereto  will become
         immediately due and payable in full; provided, however, the obligations
         of the  Lender to make each  Revolving  Credit  Loan is  subject to the
         terms,  provisions  and  limitations  set forth herein,  and,  provided
         further,  upon termination of the Commitment all rights and remedies of
         the Lender  hereunder and under the other Loan Documents  shall survive
         such termination  until all amounts owing to the Lender under the Note,
         this Loan  Agreement  and the other  Loan  Documents  have been paid in
         full."

         B. The Borrower represents and warrants that, as of the date hereof, it
is not in default of the terms of the Loan Agreement,  as amended hereby, or any
of the  other  documents  executed  between  the  Borrower  and  the  Lender  in
connection therewith.

         C. This Sixth Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original.

         D. This Sixth  Amendment  and the Loan  Agreement,  as amended  hereby,
shall be  deemed to be  contracts  made  under,  and for all  purposes  shall be
construed in accordance with the laws of the State of North Carolina.

         IN WITNESS  WHEREOF,  the parties  hereto have  executed or caused this
instrument to be executed under seal as of the day and year first above written.

                                            STANLEY FURNITURE COMPANY, INC.
ATTEST

By                                          By


Title                                       Title


         (CORPORATE SEAL)



                                            NATIONAL BANK OF CANADA

                                            By

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                                            By

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