AMENDMENT NO. 1 TO ACQUISITION AGREEMENT

     AMENDMENT NO. 1 (the "Amendment") dated as of June 21, 1996 by and between
FURNISHINGS INTERNATIONAL INC., a Delaware corporation (the "Buyer"), and Masco
Corporation, a Delaware corporation ("Masco").

                              W I T N E S S E T H :

     WHEREAS, the Buyer and Masco have heretofore entered into an Acquisition
Agreement dated as of March 29, 1996 (the "Acquisition Agreement"); and

     WHEREAS, the Parties hereto desire to amend the Acquisition Agreement to
provide for a change to Section 11 thereof.

     NOW, THEREFORE, in consideration of the premises and of the respective
agreements contained herein, the Parties agree to amend the Acquisition
Agreement as follows:

     SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Acquisition Agreement
shall have the meaning assigned to such term in the Acquisition Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Acquisition Agreement shall from and after the date
hereof refer to the Acquisition Agreement as amended hereby.

     SECTION 2. Amendment of Section 11. Section 11 of the Acquisition Agreement
is amended by replacing the date "July 31, 1996" in ss.11(a)(iv) with the date
"August 15, 1996".

     SECTION 3. Counterparts, Effectiveness. This Amendment may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument. This Amendment shall
become effective as of the date hereof.

     SECTION 4. Rights Otherwise Unaffected. This Amendment is limited to the
matters expressly set forth herein. Except to the extent specifically amended
hereby,




all terms of the Acquisition Agreement shall remain in full force and effect.

     SECTION 5. Governing Law. This Amendment shall be governed by and construed
in accordance with the domestic laws of the State of New York without giving
effect to any choice or conflict of law provision or rule (whether of the State
of New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.


                                                 FURNISHINGS INTERNATIONAL INC.


                                                 By_____________________
                                                   Name:
                                                   Title:


                                                 MASCO CORPORATION


                                                 By_____________________
                                                   Name:
                                                   Title:


[Signature page to Amendment No. 1]

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