RELEASE AND TERMINATION AGREEMENT


                  This RELEASE AND  TERMINATION  AGREEMENT  (this  "Agreement"),
dated as of March  28,  1996,  between  LADD  FUNDING  CORPORATION,  a  Delaware
corporation,  as transferor (the  "Transferor"),  LADD FURNITURE,  INC., a North
Carolina  corporation  ("LADD"),  as  collection  agent (in such  capacity,  the
"Collection Agent"), and ENTERPRISE FUNDING CORPORATION,  a Delaware corporation
(the "Company").

                              W I T N E S S E T H:

                  WHEREAS, the Transferor,  the Collection Agent and the Company
entered into a Transfer and Administration  Agreement dated as of March 30, 1995
(as such  agreement  may have been  amended to the date  hereof,  the  "Transfer
Agreement") (all  capitalized  terms used herein and not defined herein are used
as defined in the Transfer Agreement); and

                  WHEREAS,  the parties to the Transfer Agreement have agreed to
terminate the Transfer Agreement upon the terms hereof.

                  NOW,  THEREFORE,  it is hereby agreed by and among the parties
hereto as follows:

                  Section 1.  Termination  and Release.  Upon the receipt by the
Company from the Transferor of $11,734,352.15 in immediately  available funds in
payment in full of the Aggregate Unpaids (as defined in the Transfer  Agreement)
and any other  amounts  owing  under the  Transfer  Agreement  (i) the  Transfer
Agreement,  the  Transfer  Certificate  and the  Company  Certificate  shall  be
terminated  as of the  receipt  by the  Company  of  the  aforementioned  funds,
provided however that those provisions of the Transfer  Agreement which by their
terms survive any  termination of such  agreement  shall so survive and (ii) the
Company hereby (effective upon receipt of the aforementioned funds) releases and
conveys  to the  Transferor,  without  recourse,  all of its  right,  title  and
interest (including the Transferred Interest),  including any security interest,
in the  Receivables  and any other  property  conveyed to it under the  Transfer
Agreement,  including  without  limitation  any  interest  in,  to and under the
Purchase  Agreement  and  the  Designated   Subsidiaries   Receivables  Purchase
Agreement.  Upon such  termination,  the Percentage Factor shall be recalculated
and shall equal zero.

                  Section 2. Further Assurances. The Company agrees that, at the
Transferor's   expense,  it  will  promptly  execute  and  deliver  all  further
instruments  and  documents  (to be  prepared  by the  Transferor)  and take all
further actions as the Transferor may reasonably request in order to release its
interest  (including the Transferred  Interest) in the Receivables and any other
property conveyed to it under the Transfer Agreement and to otherwise  terminate
the arrangements contemplated by the Transfer Agreement,






including  but not limited to,  consenting  to the  terminating  of the Lock Box
Agreements. Without limiting the foregoing, the Company will execute and deliver
to the Transferor such financing statements or amendments thereto or assignments
thereof as may be reasonably requested by the Transferor to evidence its release
of its interest (including the Transferred  Interest) in the Receivables and any
other property conveyed to the Company under the Transfer Agreement.

                  Section 3.  Earnings to  Transferor.  The Company will use its
good faith  efforts to invest the funds  received  by it  pursuant  to Section 1
hereof  until such time as such funds are  utilized to pay  maturing  Commercial
Paper, it being understood that all of such funds will be invested, from time to
time, in investments maturing on the business day preceding each maturity of the
Commercial  Paper issued in connection  with the Transfer  Agreement.  After the
payment in full of all Commercial Paper issued by the Company in connection with
the Transfer  Agreement,  the Company shall remit to the  Transferor  the amount
reasonably  determined by the Administrative  Agent to be the amount of earnings
received by the Company on such funds, net of appropriate investment expenses.

                  Section 4. Purchase Agreement. LADD agrees that prior to April
25, 1996 it shall take no action to cause the dissolution of the Transferor.

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                  IN WITNESS WHEREOF, the Transferor, the Collection Agent, LADD
and the Company  each have caused this  Agreement  to be duly  executed by their
respective officers as of the day and year first above written.


                                    LADD FUNDING CORPORATION,
                                    as Transferor


                                    By: _______________________________
                                             Name:
                                             Title:



                                    ENTERPRISE FUNDING CORPORATION,
                                    as Company


                                    By: _______________________________
                                             Name:
                                             Title:



                                    LADD FURNITURE, INC.,
                                    individually and
                                    as Collection Agent


                                    By: _______________________________
                                             Name:
                                             Title:




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