SECOND AMENDMENT AND LIMITED WAIVER TO

                         RECEIVABLES TRANSFER AGREEMENT





         This  Second  Amendment  and  Limited  Waiver to  Receivables  Transfer

Agreement  (this  "Amendment")  is entered  into as of December  20, 2000 by and

among Bentley Mills, Inc., a Delaware corporation ("Bentley"), Chatham Marketing

Co., a North Carolina corporation ("Chatham"),  Guilford of Maine Marketing Co.,

a Nevada  corporation  ("Guilford"),  Intek Marketing Co., a Nevada  corporation

("Intek"),  Interface  Architectural  Resources,  Inc.,  a Michigan  corporation

("Interface  Architectural"),   Interface  Flooring  Systems,  Inc.,  a  Georgia

corporation  ("Interface   Flooring"),   Pandel,  Inc.,  a  Georgia  corporation

("Pandel"),  Prince Street  Technologies,  Ltd., a Georgia corporation  ("Prince

Street"), and Toltec Fabrics, Inc., a Georgia corporation ("Toltec" and together

with Bentley,  Chatham,  Guilford,  Intek,  Interface  Architectural,  Interface

Flooring, Pandel and Prince Street, the "Original Sellers" and, individually, an

"Original Seller"), and Interface, Inc., a Delaware corporation,  as Originator.

Unless defined elsewhere herein,  capitalized terms used in this Amendment shall

have the meanings  assigned to such terms in the Transfer  Agreement (as defined

below) (or, if not defined in the Transfer  Agreement,  the meaning  assigned to

such term in the Purchase Agreement).



                             PRELIMINARY STATEMENTS

                             ----------------------



         Each of the  Original  Sellers and  Originator  entered  into a certain

Receivables  Transfer  Agreement,  dated as of December  19,  2000 (as  amended,

restated,  supplemented  or otherwise  modified from time to time, the "Transfer

Agreement").



         Each of the parties hereto has requested that the Transfer Agreement be

modified  in  order  to  replace  Exhibit  II and to  allow  the use of  various

corporate names, assumed names or trade names by various Original Sellers.



                                    AGREEMENT

                                    ---------



         NOW,  THEREFORE,  in consideration of the premises,  and for other good

and  valuable  consideration,  the receipt and  sufficiency  of which are hereby

acknowledged, the parties hereto hereby agree as follows:





         1.  Amendment.  (a) Section 2.1(n) of the Transfer  Agreement is hereby

amended  by  deleting  Section  2.1(n)  in its  entirety  and  substituting  the

following Section 2.1(n) in lieu thereof:







                           "(n)  Names.  (i) Other than those  corporate  names,

                  trade names or assumed  names listed on Exhibit II hereto,  in

                  the past five (5) years, such Original Seller has not used any

                  corporate  names,  trade names or assumed names other than the

                  name in which it has executed  this  Agreement  and (ii) other

                  than (x) the name in which it has executed  this  Agreement or

                  (y)  corporate  names,  trade  names or assumed  names of such

                  Original  Seller  listed on Exhibit II hereto,  such  Original

                  Seller  has not  used  any  corporate  names,  trade  names or

                  assumed  names with  respect to, or in  connection  with,  any

                  Receivable arising after the Initial Cutoff Date. "



                  (a) The  Transfer  Agreement  is hereby  amended by  replacing

         Exhibit II with a new Exhibit II, which  Exhibit II is attached  hereto

         as Exhibit B.



                  (b) The  Transfer  Agreement  is hereby  amended by adding the

         following new Section 4.2(f):



                           "(f) Corporate Names,  Trade Names and Assumed Names.

                  Such Original Seller will not use any corporate  names,  trade

                  names or  assumed  names  other  than the name in which it has

                  executed  this  Agreement  with  respect to, or in  connection

                  with,  the  creation  of any  Receivable  occurring  after the

                  Initial Cutoff Date,  provided,  that such Original Seller may

                  use  any  corporate  name,  trade  name  or  assumed  name  as

                  permitted by Section 2.1(n) hereof."



         2. Limited Waiver. Subject to the terms and conditions set forth herein

and upon the  effectiveness  of this  Amendment,  Originator  hereby  waives any

Termination  Event or  Potential  Termination  Event that may have  arisen on or

before the date hereof as a result of the failure of certain Original Sellers to

have  disclosed of such  Original  Sellers' use of certain  corporate,  trade or

assumed names in contravention of the  representation  and warranty contained in

Section 2.1(n) of the Transfer Agreement.



         3. Representations and Warranties.  Each Original Seller represents and

warrants, as of the date hereof, that after giving effect to this Amendment:



                  (a) all of the representations and warranties of such Original

         Seller contained in the Transfer Agreement,  and in each other document

         or certificate delivered in connection therewith (other than those that

         expressly speak only as of a different date), are true and correct; and









                  (b) no Termination  Event or Potential  Termination  Event has

         occurred and is continuing.



         4. Conditions to Effectiveness of Amendment.  The effectiveness of this

Amendment is subject to the satisfaction of the following conditions precedent:



                  (a) Amendment.  This  Amendment  shall have been duly executed

         and delivered by each of the parties hereto.

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