INTERFACE INC
2ND AMEND & LIMITED WAIVER TO REC. TRANSFER AGR.
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>4
<FILENAME>ex1024.txt
<DESCRIPTION>2ND AMEND & LIMITED WAIVER TO REC. TRANSFER AGR.
<TEXT>

                                  Exhibit 10.24



                     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:

<PAGE>

                           "(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


<PAGE>

                  (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.

                  (b) Officer's Certificate.  The Originator shall have received
         a  certificate,  in the form set forth in Exhibit A hereto,  of each of
         the  Original  Sellers  certifying  as to matters set forth in Sections
         3(a) and (b) of this Amendment.


                  (c) Waivers and Amendments. The Originator shall have received
         duly executed copies of (i) all consents from and authorizations by any
         Persons  and  (ii)  all  waivers  and  amendments  to  existing  credit
         facilities, that are necessary in connection with this Amendment.

                  (d)  Seller's  Consent.  The  Seller  shall  have  waived  the
         Termination  Event that would  otherwise have occurred  pursuant to the
         terms of Section 5.1(h) of the  Receivables  Sale Agreement as a result
         of the Originator's waiver as set forth in Section 2 of this Amendment.

                  (e)  Agent's   Consent.   The  Agent  shall  have  waived  the
         Amortization  Event that would otherwise have occurred  pursuant to the
         terms of Section  9.1(j) of the  Receivables  Purchase  Agreement  as a
         result of the  Originator's  waiver  as set forth in  Section 2 of this
         Amendment.

                  (f) Lien Searches.  The Originator shall have received each of
         the following:

                           (i) State and federal tax lien, judgment lien and UCC
                  lien searches  against Guilford Greige  Manufacturing  Inc. (a
                  corporate name of Guilford) from the following jurisdictions:

                           (1)      Maine
                           (2)      Maine-Piscataquis County


<PAGE>

                           (ii) State and  federal tax lien,  judgment  lien and
                  UCC lien searches against Interface Holding, Inc. (a corporate
                  name of Intek) from the following jurisdictions:

                           (1)      Nevada
                           (2)      Maine
                           (3)      Maine-Piscataquis County
                           (4)      North Carolina
                           (5)      North Carolina-Moore County

                           (iii) State and federal tax lien,  judgment  lien and
                  UCC lien searches  against  C-Tec,  Inc. (a corporate  name of
                  Interface Architectural) from the following jurisdictions:

                           (1)      Michigan
                           (2)      Michigan-Kent County

                           (iv) State and  federal tax lien,  judgment  lien and
                  UCC lien  searches  against  C-Co,  Inc.  (an assumed  name of
                  Interface Architectural) from the following jurisdictions:

                           (1)      Michigan
                           (2)      Michigan-Kent County

                           (v) State and federal tax lien, judgment lien and UCC
                  lien searches  against  C-Tec of New Jersey,  Inc. (an assumed
                  name  of   Interface   Architectural)   from   the   following
                  jurisdictions:

                           (1)      New Jersey
                           (2)      New Jersey-Mercer County

                           (vi) State and  federal tax lien,  judgment  lien and
                  UCC lien searches  against  Michigan  C-Tec,  Inc. (an assumed
                  name  of   Interface   Architectural)   from   the   following
                  jurisdictions:


<PAGE>

                           (1)      California
                           (2)      California-Alameda County

                           (vii) State and federal tax lien,  judgment  lien and
                  UCC  lien  searches  against  InterfaceAR  (a  trade  name  of
                  Interface Architectural) from the following jurisdictions:

                           (1)      Michigan
                           (2)      Michigan-Kent County
                           (3)      Maryland

                           (viii) State and federal tax lien,  judgment lien and
                  UCC  lien  searches  against  IAR (a trade  name of  Interface
                  Architectural) from the following jurisdictions:

                           (1)      Michigan
                           (2)      Michigan-Kent County
                           (3)      Maryland

                           (ix) State and  federal tax lien,  judgment  lien and
                  UCC lien  searches  against  Bentley  Carpet Mills (an assumed
                  name of Bentley) from the following jurisdictions:

                           (1)      New York
                           (2)      New York-New York County

                  (g) UCC-1  Financing  Statements.  The  Originator  shall have
         received   duly   executed   proper   financing   statements   for  all
         jurisdictions  as may be necessary or, in the opinion of Originator (or
         its assigns), desirable, under the UCC of all appropriate jurisdictions
         or any comparable law in connection with this Amendment.

         5.  Effect of  Amendments.  (a) The  amendments  and  waivers set forth
herein are  effective  solely  for the  purposes  set forth  herein and shall be
limited precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the Transfer
Agreement as amended  hereby or any other  Transaction  Document or of any other
instrument or agreement referred to therein, except as set forth herein, or (ii)
prejudice  any  right or  remedy  that the  Originator,  Seller,  the  Financial
Institutions,  the  Company  or the Agent may now have or may have in the future
under or in  connection  with the Transfer  Agreement  as amended  hereby or any
other  Transaction  Document or any other  instrument  or agreement  referred to
therein.  Each reference in the Transfer Agreement to "the Agreement," "herein,"

<PAGE>

"hereof" and words of like import and each  reference  in the other  Transaction
Documents to the "Transfer  Agreement" or the "Receivables  Transfer  Agreement"
shall mean the Transfer  Agreement as amended  hereby.  This Amendment  shall be
construed in  connection  with and as part of the Transfer  Agreement as amended
hereby and all terms,  conditions,  representations,  warranties,  covenants and
agreements set forth in the Transfer  Agreement as amended hereby and each other
instrument  or  agreement  referred to therein,  except as herein  amended,  are
hereby ratified and confirmed and shall remain in full force and effect.

                  (a) Each of the Original  Sellers hereby jointly and severally
         agrees to pay all  costs,  fees and  expenses  in  connection  with the
         preparation,  execution and delivery of this  Amendment  (including the
         reasonable fees and expenses of counsel to the parties hereto).

                  (b)  This   Amendment   may  be  executed  in  any  number  of
         counterparts, each such counterpart constituting an original and all of
         which when taken together shall constitute one and the same instrument.

                  (c) Any provision  contained in this Amendment that is held to
         be inoperative,  unenforceable or invalid in any jurisdiction shall, as
         to that jurisdiction, be inoperative,  unenforceable or invalid without
         affecting the  operation,  enforceability  or validity of the remaining
         provisions of this  Amendment in that  jurisdiction  or the  operation,
         enforceability or validity of such provision in any other jurisdiction.

                  (d) THIS  AMENDMENT  SHALL BE GOVERNED  BY, AND  CONSTRUED  IN
         ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



                            [SIGNATURE PAGES FOLLOW]


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.



                                      BENTLEY MILLS, INC.,
                                      as an Original Seller

                                      By:     /s/  Daniel T. Hendrix
                                         ---------------------------------------
                                         Name:  Daniel T. Hendrix
                                         Title:  Senior Vice President,
                                                     Treasurer and
                                                  Assistant Secretary

                                      Address:   16461 E. Don Julian Road
                                                 City of Industry, CA  91746


                                      CHATHAM MARKETING CO.,
                                      as an Original Seller


                                      By:     /s/  Daniel T. Hendrix
                                        ----------------------------------------
                                        Name:  Daniel T. Hendrix
                                        Title:    Senior Vice President and
                                                    Assistant Secretary

                                      Address:  P. O. Box 530
                                                304 E. Main Street
                                                Elkin, NC  28621




<PAGE>


                                      GUILFORD OF MAINE MARKETING CO., as an
                                       Original Seller


                                      By:     /s/  Daniel T. Hendrix
                                         ---------------------------------------
                                         Name:  Daniel T. Hendrix
                                         Title:    Senior Vice President and
                                                      Assistant Secretary

                                      Address:   P.O. Box 179
                                                 Oak Street
                                                 Guilford, ME  04443


                                      INTEK MARKETING CO.,
                                      as an Original Seller


                                      By:     /s/  Daniel T. Hendrix
                                         ---------------------------------------
                                         Name:  Daniel T. Hendrix
                                         Title:    Senior Vice President and
                                                       Assistant Secretary

                                         Address:   P.O. Box 1007
                                                    300 Taylor Street
                                                    Aberdeen, NC  28315


                                      INTERFACE ARCHITECTURAL RESOURCES, INC.,
                                       as an Original Seller


                                      By:     /s/  Daniel T. Hendrix
                                         ---------------------------------------
                                         Name:  Daniel T. Hendrix
                                         Title:    Senior Vice President and
                                                      Assistant Secretary

                                      Address:   3700 32nd Street
                                                 Grand Rapids, MI   49512-1824


<PAGE>



                                      INTERFACE FLOORING SYSTEMS, INC.,
                                       as an Original Seller


                                      By:     /s/  Daniel T. Hendrix
                                         ---------------------------------------
                                         Name:  Daniel T. Hendrix
                                         Title:    Senior Vice President,
                                                       Treasurer and
                                                      Assistant Secretary

                                      Address:   P.O. Box 1503
                                                 Orchard Hill Road
                                                 LaGrange, GA  30241


                                      PANDEL, INC.,
                                      as an Original Seller


                                      By:     /s/  Daniel T. Hendrix
                                         ---------------------------------------
                                         Name:  Daniel T. Hendrix
                                         Title:    Senior Vice President,
                                                       Treasurer and
                                                   Assistant Secretary

                                      Address:   21 River Drive
                                                 Cartersville, GA   30120


                                      PRINCE STREET TECHNOLOGIES, LTD.,
                                       as an  Original Seller

                                      By:     /s/  Daniel T. Hendrix
                                         ---------------------------------------
                                         Name:  Daniel T. Hendrix
                                         Title:    Senior Vice President,
                                                        Treasurer and
                                                   Assistant Secretary

                                      Address:   1450 West Avenue
                                                 P.O. Drawer 2530
                                                 Cartersville, GA   30120



<PAGE>
                                      TOLTEC FABRICS, INC.,
                                      as an Original Seller


                                      By:     /s/  Daniel T. Hendrix
                                         --------------------------------------
                                         Name:  Daniel T. Hendrix
                                         Title:    Senior Vice President and
                                                      Assistant Secretary

                                      Address:   2859 Paces Ferry Road,
                                                 Suite 2000
                                                 Atlanta, GA   30339


                                      INTERFACE, INC.


                                      By:     /s/  Daniel T. Hendrix
                                         ---------------------------------------
                                         Name:  Daniel T. Hendrix
                                         Title: Executive Vice President, CFO,
                                                          Treasurer and
                                                       Assistant Secretary

                                      Address:   2859 Paces Ferry Road,
                                                 Suite 2000
                                                 Atlanta, GA   30339
</TEXT>
</DOCUMENT>
