AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT

Exhibit 10

AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT

        This Amendment No. 2 to Forbearance Agreement (the “Amendment No. 2”) is made as of the 26th day of September, 2005, by and among X’Xxxxxxxx Industries, Inc. (“X’Xxxxxxxx”), a Delaware corporation, X’Xxxxxxxx Industries Holdings, Inc. (“Holdings”), a Delaware corporation, X’Xxxxxxxx Industries — Virginia, Inc. (“OIV”), a Virginia corporation, X’Xxxxxxxx Furniture Factory Outlet, Inc., a Missouri Corporation (“OFFO” and, collectively with X’Xxxxxxxx, Holdings, and OIV, the “Company”), GoldenTree Asset Management L.P., as investment advisor for certain Senior Secured Noteholders (“GoldenTree”), and Mast Credit Opportunities I, (Master) Ltd. (“Mast”).

        WHEREAS, the Company, GoldenTree, and Mast are parties to a Forbearance Agreement, dated as of August 12, 2005, and amended as of September 13, 2005 (the “Forbearance Agreement”); and

        WHEREAS, the Company, GoldenTree, and Mast have engaged in good faith discussions regarding a restructuring of the Company’s financial obligations, intend to continue to do so during the Forbearance Period (as such term is defined in the Forbearance Agreement, as amended by this Amendment No. 2), and, to facilitate such discussions, wish to extend the Forbearance Period in accordance with the provisions of this Amendment No. 2;

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

    1.        The date “September 15, 2005” appearing in Paragraph “E” in the “Background” section of the Forbearance Agreement is hereby deleted, and the date “October 15, 2005” is substituted in lieu thereof.

    2.        Without binding obligation, the parties agree to work together in good faith to consider a further extension of the Forbearance Period.

    3.        Except as amended by the provisions of this Amendment No. 2, the terms and provisions of the Forbearance Agreement shall remain in full force and effect.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the day and year first above written.

	GOLDENTREE ASSET MANAGEMENT L.P., as investment advisor for the Senior Secured Noteholders listed on Exhibit "A" to the Forbearance Agreement
By:	/s/ Xxxxxx X. Xxxxxxxx
Name:	Xxxxxx X. Xxxxxxxx
Title:	Partner

	MAST CREDIT OPPORTUNITIES I, (Master) Ltd.
By:	/s/ Xxxxx Xxxxxxxxx
Name:	Xxxxx Xxxxxxxxx
Title:	Partner

	X'XXXXXXXX INDUSTRIES, INC.
By:	/s/ Xxxx X. Xxxxxxx
Name:	Xxxx X. Xxxxxxx
Title:	Executive Vice President & CFO

	X'XXXXXXXX INDUSTRIES HOLDINGS, INC.
By:	/s/ Xxxx X. Xxxxxxx
Name:	Xxxx X. Xxxxxxx
Title:	Executive Vice President & CFO

	X'XXXXXXXX INDUSTRIES - VIRGINIA, INC.
By:	/s/ Xxxx X. Xxxxxx
Name:	Xxxx X. Xxxxxxx
Title:	Executive Vice President & CFO

	X'XXXXXXXX FURNITURE FACTORY OUTLET, INC.
By:	/s/ Xxxx X. Xxxxxxx
Name:	Xxxx X. Xxxxxxx
Title:	Executive Vice President & CFO