NORTH CAROLINA
                                             SECOND AMENDED MEMORANDUM OF LEASE
ALAMANCE COUNTY

         THIS SECOND  AMENDED  MEMORANDUM  OF LEASE is executed this 15th day of
June,  1994,  under the pursuant to the terms and  provisions of North  Carolina
General Statue ss.47-117 ff. between PARTNERSHIP 74 ASSOCIATES, a North Carolina
general partnership (the "Landlord") and CULP, INC.
(the "Tenant").

                                            WITNESSETH:

         WHEREAS, the Landlord and Tenant are parties to a lease agreement dated
September 6, 1988,  (the "Lease") a Memorandum of which is recorded in Book 555,
Page 528,  Alamance  County  Registry and an amendment which is recorded in Book
781, Page 488, Alamance County Registry; and

         WHEREAS, the Landlord and Tenant have entered into a First Amendment to
Lease dated July 27, 1992 and a Second  Amendment  to Lease dated June 15, 1994,
which amends certain provisions of the lease:

         THEREFORE, the parties amend the Memorandum of Lease as follows:

         1.       The term of the Lease, including extensions and renewals, 
continues until September 30, 2011.

         2. The provisions set forth in the written lease agreement  between the
parties  dated  September 6, 1988, as amended on July 27, 1992 and as amended on
June 15, 1994,  are hereby  incorporated  by  reference  in this Second  Amended
Memorandum of Lease.

                                             LANDLORD:

                                    PARTNERSHIP 74 ASSOCIATES, a North Carolina
                                    general partnership

                                     By:       Robert G. Culp, III        (SEAL)
                                               Robert G. Culp, III
                                               Managing General Partner

                                             TENANT:

                                     CULP, INC.
                                     By:       Franklin N. Saxon          (SEAL)
                                               Franklin N. Saxon
                                               Vice President