Exhibit 99.2
                                    AGREEMENT




         THIS AGREEMENT,  dated as of April 25, 2002, is made between Albert L.
Prillaman  ("Prillaman") and Stanley Furniture Company, Inc., a Delaware
corporation (the "Company").

         WHEREAS, on April 19, 2000, Prillaman borrowed $2,584,982.70 from the
Company in connection with an exercise of Company stock options that were held
by Prillaman (the "Loan"). As security for the Loan, Prillaman pledged to the
Company 330,420 shares of Company stock (the "Pledged Shares"). As of the date
of this Agreement, the Loan remains outstanding, secured by the Pledged Shares.

         In consideration of the mutual agreements herein contained, the parties
to this Agreement agree as follows:

1.            The Company hereby agrees to release its security interest on
              100,000 of the Pledged Shares (the "Released Shares") subject to
              the terms of this Agreement. The date on which the Company
              releases its security interest on the Released Shares will be
              known as the "Release Date" and, unless otherwise agreed by the
              parties, the Release Date shall be the date of this Agreement.

2.            At any time within 120 days following the Release Date, Prillaman
              may sell any or all of the Released Shares.

3.            If Prillaman sells all of the Released Shares pursuant to
              paragraph 2, Prillaman agrees that he will repay the entire amount
              of the Loan then outstanding (including repayment pursuant to
              paragraph 4). At such time as the Loan has been paid in full, the
              Company will release its security interest on the remaining
              Pledged Shares.

4.            Prillaman will have the right, within 120 days following the
              Release Date, to surrender all or a portion of the Pledged Shares
              to the Company in partial or complete payment of the Loan. The
              price of the Pledged Shares for purposes of payment on the Loan
              will be the lesser of (a) the closing price of the Company's
              common stock on Nasdaq on the trading day immediately preceding
              the day that Prillaman surrenders the Pledged Shares to the
              Company (the "Surrender Date") or (b) the average of the closing
              prices of the Company's common stock on Nasdaq on the twenty (20)
              trading days immediately preceding the Surrender Date.

5.            (a) If Prillaman sells none of the Released Shares pursuant to
              paragraph 2, Prillaman agrees that he will re-pledge to the
              Company the Released Shares as security for the Loan, effective as
              of the end of the 120-day period following the Release Date.

              (b) If Prillaman sells some, but not all, of the Released Shares
              pursuant to paragraph 2, Prillaman agrees that he will take such
              action as is necessary to ensure that, no later than 150 days
              after the Release Date, the Loan is secured by property of
              Prillaman that is valued at no less than one hundred and
              twenty-five percent (125%) of the amount of the Loan that remains
              outstanding. In order to comply with this paragraph 5, Prillaman
              may select among one or more of the following alternatives: (a)
              surrender to the Company to be held as Pledged Shares all or part
              of the Released Shares that were not sold, (b) make payments to
              reduce the outstanding amount of the Loan (including as provided
              in paragraph 4), or (c) provide property other than the Released
              Shares as security for the Loan, which property must be acceptable
              to the Company.

6.            Except as specifically provided in this Agreement, the Loan and
              all related documents shall continue in full force and effect.
              Except for the Loan and all related documents, this Agreement
              contains the entire agreement of the parties in this matter and
              may be changed only by an agreement in writing signed by both
              parties hereto.

7.            This Agreement shall be governed by the laws of the Commonwealth
              of Virginia.

8.            This Agreement shall be binding upon and inure to the benefit of
              and shall be enforceable by and against the Company, its
              successors and assigns, and Prillaman, his heirs, beneficiaries,
              and legal representatives.






         IN WITNESS WHEREOF, Prillaman and the Company have executed this
Agreement as of the day and year above written.


                         Stanley Furniture Company, Inc.

                         By: /s/Douglas I. Payne
                             -------------------
                         Name:   Douglas I. Payne
                         Title:  Executive Vice President


                         By: /s/Albert L. Prillaman
                             -----------------------
                         Name:  Albert L. Prillaman