FOURTH AMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AGREEMENT

EXHIBIT 10.1

FOURTH AMENDMENT TO CREDIT AGREEMENT

AND THIRD AMENDMENT TO SECURITY AGREEMENT

This FOURTH AMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AGREEMENT (this “ Amendment ”), dated as of April 3, 2008, is by and among CAYE HOME FURNISHINGS, LLC, a Delaware limited liability company ("Caye Home"), CAYE UPHOLSTERY, LLC, a Mississippi limited liability company ("Caye Upholstery"), and CAYE INTERNATIONAL FURNISHINGS, LLC, a Mississippi limited liability company (“Caye International" and together with the Caye Home and Caye Upholstery, each individually as a "Vendor" and collectively as the "Vendors"), Caye Home, as administrative agent for the Vendors (in such capacity, the "Agent"), and the Customers, whose names are set forth on the signature pages hereto.  Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Credit Agreement (as defined below).

RECITALS:

                A.        The Customers, the Vendors and the Agent are parties to that certain Credit Agreement, dated as of July 11, 2005 (as amended to the date hereof, the “ Credit Agreement ”) and the related Security Agreement, dated as of July 11, 2005 (as amended to the date hereof, the “Security Agreement”).

                B.        The parties hereto have agreed to amend the Credit Agreement as set forth below.

        NOW, THEREFORE , in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

        SECTION 1 .  Amendments to Credit Agreement .

    (a)        New Definitions.   The definitions for “Ashley Assets,” “Metropolitan Area Liens”, and “Metropolitan Area Store” are hereby amended and restated in their entirety as follows:

                “ Ashley Assets ” means and includes (i) the agreements among Ashley and its Affiliates and Hartsdale Convertibles, Inc, JCI and its Affiliates, (ii) the leases, fixtures, Inventory or other assets located on the premises of the Metropolitan Area Store;  (iii) Inventory held for sale from the Metropolitan Area Stores, whether or not on the premises of the Metropolitan Area Stores, provided that it is segregated from Inventory held by the Customers for use in locations other than the Metropolitan Area Stores, (iv) any websites or URLs established specifically with respect to the Metropolitan Area Stores and (v)operating manuals, software, advertising materials and other material relating to the operations of the Metropolitan Area Stores.

                “ Metropolitan Area Liens ” means liens held by Ashley or its Affiliates in inventory sold to any Metropolitan Area Store by Ashley for resale at such location.

                “ Metropolitan Area Store ” means one of the Ashley stores to be owned by Hartsdale Convertibles, Inc., which stores are to be located in the New York metropolitan area at (i) 168 Glencove Road, Carl Place, New York, (ii) 1995 Broadhollow Rd. ( Rte 110 ) Farmingdale, New York, and (iii) 700 Sunrise Highway, Bayport, New York, or, in the event that any such store is moved, at the store’s new address, provided, however, that Vendors must be given not less than thirty (30) days prior written notice of the new address .

23

    (b)        Amendment to Section 7.16 .  Section 7.16 of the Agreement is hereby amended and restated in its entirety as follows:

                7.16         Business Conducted .  No Customer shall engage directly or indirectly, in any line of business other than the businesses in which such Customer is engaged on the Closing Date, provided, however that the foregoing shall not restrict or prohibit Customer from opening new stores or from operating the Metropolitan Area Stores as Ashley Home Furniture Stores under license from Ashley.

    (c)        Amendment to Section 7.26 . Section 7.26 of the Agreement is hereby amended and restated in its entirely as follows:

                7.26.     Metropolitan Area Stores.   No Inventory shall be transferred from any Metropolitan Area Store to any other location of any Customer (except for warehouse facilities in which the Inventory for the Metropolitan Area Store is segregated from Inventory of Customers that may be used for other locations), unless the Metropolitan Area Liens have been released from such Inventory prior to the transfer.

    (d) Amended Section 7.21 .  The Section 7.21 is hereby amended and restated in its entirely as follows:

                7.21      Capital Expenditures No Customer shall make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by the Customers as a group would exceed (a) $400,000 during Fiscal Year 2005 and (b) $1,000,000 during any Fiscal Year thereafter; provided that Customers may make up to (i) $2 million of Capital Expenditures in connection with the opening of the Metropolitan Area Store in Carl Place, New York and (ii) $1,200,000 in connection with the opening  of the Metropolitan Area Store in Farmingdale, New York and (iii) $250,000 in connection with the opening  of the Metropolitan Area Store in Bayport, New York, and such Capital Expenditures shall not be counted against the $1 million per Fiscal Year referred to above.

    (e)        Schedule 6.13.    Schedule 6.13 is hereby amended to add “Ashley Home Furniture Store” as a trade name used for the Metropolitan Area Stores in Bayport and Farmingdale, New York, in addition to for the original Metropolitan Area Store in Carl Place, New York.

    (f)        Exhibit A .  To the extent necessary, if at all, Exhibit A of the Security Agreement is hereby amended to add the Ashley Assets related to the new Metropolitan Area Stores Bayport and Farmingdale, New York.

        SECTION 2 .     Representations and Warranties .  Each Customer hereby represents and warrants to each Vendor and the Agent, on the Amendment Effective Date (as hereinafter defined), as follows:

    (a)        After giving effect to this amendment, the representations and warranties set forth in Article 6 of the Credit Agreement, and in each other Credit Document, are true and correct in all material respects on and as of the date hereof and on and as of the Amendment Effective Date (as defined in Section 3 ) with the same effect as if made on and as of the date hereof or the Amendment Effective Date, as the case may be, except to the extent such representations and warranties expressly relate solely to an earlier date.

    (b)        Each Customer is in compliance with all terms and conditions of the Credit Agreement and the other Credit Documents on its part to be observed and performed and no Default or Event of Default has occurred and is continuing.

24

    (