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                                                                   EXHIBIT 10.51


               FIRST AMENDMENT TO THE LOGISTICS SERVICES AGREEMENT

        THIS FIRST AMENDMENT ("FIRST AMENDMENT") TO THE LOGISTICS SERVICES
AGREEMENT is made and entered into effective as of the 1st day of May, 1999, by
and between DECORA, INCORPORATED, a Delaware corporation ("DECORA"), and FEDERAL
WHOLESALE GROUP, INC., an Ohio corporation, d/b/a Pyramid Logistics Services
("CONTRACTOR").

                                   WITNESSETH

        WHEREAS, as of September 30, 1998, DECORA and CONTRACTOR entered into
the "Logistics Services Agreement" (the "Agreement"), whereby, among other
things, CONTRACTOR agreed to provide certain Transportation Services and
Warehouse Services (as such terms are defined in the Agreement) to DECORA;

        WHEREAS, among its duties under the Agreement CONTRACTOR is to secure or
have available certain facilities, space and/or personnel at specified warehouse
locations identified in the Agreement (defined in the Agreement as the
"DESIGNATED LOCATIONS");

        WHEREAS, in or about April, 1999, after DECORA and CONTRACTOR entered
into the Agreement, CONTRACTOR agreed to secure certain facilities, space and
personnel at a mutually acceptable warehouse location in Atlanta, Georgia, which
will constitute an additional DESIGNATED LOCATION under the Agreement, and
CONTRACTOR and DECORA have agreed to expand the amount of space that DECORA
intends to use at the West Coast Facility (as defined in the Agreement). These
developments necessitate changes to the Agreement, as well as to the lease of
the West Coast Facility;

        WHEREAS, DECORA and CONTRACTOR enter into this First Amendment to amend
the Agreement so that it adequately sets forth the parties' agreements and
undertakings on these matters, and to confirm and clarify certain other
obligations of CONTRACTOR under the Agreement;

        NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereby agree as follows:

I.      AMENDMENTS TO SPECIFIC ARTICLES AND SECTIONS OF THE AGREEMENT.

        A.     Section 1.1(a)(i). Section 1.1(a)(i) of Article I of the
Agreement is hereby deleted in its entirety and replaced with the following:

               1.1    Duties of the Contractor.

                      a.     CONTRACTOR shall have the following duties (in
               addition to other rights


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               and obligations specified herein):

                             i.     Designated Locations. CONTRACTOR will secure
               three DESIGNATED LOCATIONS, the first located at 9000 Ninth
               Street, Building 8, Suite 140, Rancho Cucamonga, California,
               91730 (the "West Coast Facility"), the second located at 125 Lena
               Drive, Aurora, Ohio 44202 (the "Aurora Facility"), and the third
               located at Southside Distribution Center of Atlanta Tradeport,
               4350 International Parkway, Suite C, Atlanta (Hapeville), Georgia
               30354 (the "Atlanta Facility"), for the providing of Services to
               DECORA in connection with the distribution of Products, as
               provided for in Section II below.

        B.     Section 3.2(a). Section 3.2(a) of the Agreement is hereby deleted
in its entirety and replaced with the following:

               3.2    Facilities.

                      a.     CONTRACTOR shall be responsible for leasing all
               facilities at the DESIGNATED LOCATIONS and shall hold such leases
               in its name. DECORA shall have the right to approve the terms of
               all leases; provided that (i) the terms of (A) that certain
               "Lease" dated as of August 10, 1990, by and between CONTRACTOR
               and DDE Investments Corporation, as amended by that certain
               "First Amendment of Lease" dated as of April 25, 1993, by and
               between CONTRACTOR and Developers Diversified Realty Corporation,
               as successor-in-interest to DDE Investments Corporation, and as
               further amended by that certain "Second Amendment to Lease" dated
               as of January 21, 1994, by and between CONTRACTOR and Developers
               Diversified Realty Corporation, as successor-in-interest to DDE
               Investments Corporation, for the Aurora Facility (the "Aurora
               Lease"), (B) that certain "Lease Agreement" dated as of October
               28, 1998, by and between CONTRACTOR and Aetna Life Insurance
               Company, as amended by that certain "First Amendment to Lease
               Agreement" dated as of April 29, 1999, and (C) that certain
               "Atlanta Standard Industrial Net Lease Single or Multi-Tenant
               Building", dated as of May 28, 1999, by and between CONTRACTOR
               and the Trustees under the Will and of the Estate of James
               Campbell, Deceased, are hereby approved and (ii) any such
               required approval shall not be unreasonably withheld. CONTRACTOR
               shall have primary responsibility for site selection and facility
               maintenance activities. CONTRACTOR shall be solely responsible
               for any and all damages, losses, liabilities, obligations, costs
               and expenses (including attorneys' fees) which CONTRACTOR suffers
               or incurs as a result of any act or omission of its employees,
               agents or subcontractors, including any such act or omission
               which results in a breach of a lease by CONTRACTOR; provided,
               however, that the foregoing shall not apply if CONTRACTOR'S
               breach of any lease is caused primarily by DECORA'S acts or
               omissions in breach of this Agreement. The parties will append
               separate


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               addenda to this Agreement for each new Designated Location that
               is to be governed by this Agreement's terms, which addenda will
               become part of this Agreement and will set forth any
               facility-specific terms or conditions for such new DESIGNATED
               LOCATION.

               C.     Section 3.2(b). Section 3.2(b) of the Agreement is hereby
deleted in its entirety and replaced with the following:

                      b.     The CONTRACTOR shall not enter into any further
               leases in connection with this Agreement, and shall not amend,
               supplement, modify or otherwise alter any leases into which it
               already has entered (including, but not limited to, the Aurora
               Lease) or any lease into which it enters or has entered pursuant
               to this Agreement (including, but not limited to, the lease for
               the West Coast Facility and the lease for the Atlanta Facility)
               in any manner that could, may, or will alter, increase, add to,
               or otherwise affect any rent or any other monetary obligations of
               any kind or description for which such lease provides, without
               the prior, express, written consent of DECORA (which consent
               shall not be unreasonably withheld).

               Section 3.2(c). The first sentence of Section 3.2(c) of the
Agreement is hereby deleted in its entirety and replaced with the following:

                      c.     The CONTRACTOR shall initially provide storage
               space in the DESIGNATED LOCATION as indicated in Schedule B
               attached hereto (the "Initial Storage Space"), which shall be
               used exclusively for the storing and handling of Products
               delivered to the DESIGNATED LOCATIONS, and throughout the term
               hereof shall provide approximately 50,000 square feet of storage
               space at the West Coast Facility, approximately 60,000 square
               feet at the Aurora Facility, and approximately 50,000 square feet
               at the Atlanta Facility.

The remainder of Section 3.2(c) of the Agreement is unaffected.

        D.     Section 4.3. Section 4.3 of the Agreement is hereby deleted in
its entirety and replaced with the following:

               4.3    Transfer Rights With Respect to Certain Designated
        Locations.

                      a.     Upon termination of this Agreement prior to
               expiration of the Term, the CONTRACTOR and DECORA agree that with
               respect to the West Coast Facility, the CONTRACTOR shall assign
               its rights as lessee under the applicable lease to DECORA
               (including any purchase options provided for therein) and DECORA
               will either (i) assume such lease and all of CONTRACTOR'S
               liabilities thereunder, or (ii) pay to


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               CONTRACTOR an amount equal to CONTRACTOR'S then remaining
               liabilities thereunder (with respect to the Initial Storage Space
               and any Additional Storage Space that DECORA and CONTRACTOR
               agreed prior to the termination of this Agreement would be used
               at the West Coast Facility for purposes of warehousing DECORA'S
               Products); provided, however, that this assignment, assumption,
               or payment shall not occur if a material default exists under the
               applicable lease for the West Coast Facility (unless DECORA, in
               its sole discretion, gives its express, written consent to such
               assignment, after DECORA receives written notice that the default
               exists).

                      b.     Upon expiration of the Term of this Agreement, the
               CONTRACTOR and DECORA agree that with respect to the West Coast
               Facility, the CONTRACTOR will, at DECORA'S option (exercisable on
               or prior to the ninetieth (90th) day prior to the date of such
               expiration), assign its rights as lessee under the applicable
               lease to DECORA (including any purchase options provided for
               therein), in which event DECORA will either (i) assume such lease
               and all of CONTRACTOR'S liabilities thereunder, or (ii) pay to
               CONTRACTOR an amount equal to CONTRACTOR'S then remaining
               liabilities thereunder (with respect to the Initial Storage Space
               and any Additional Storage Space that DECORA and CONTRACTOR
               agreed prior to the expiration of this Agreement would be used at
               the West Coast Facility for purposes of warehousing DECORA'S
               Products).

                      c.     If DECORA assumes the applicable lease of the West
               Coast Facility pursuant to Sections 4.3(a) or 4.3(b), at DECORA'S
               option (exercisable (x) in the case of Section 4.3(a), on or
               prior to the date upon which this Agreement terminates, or (y) in
               the case of Section 4.3(b), concurrently with the 90-day notice
               specified therein), it can require CONTRACTOR to sublet, and upon
               the exercise of such option CONTRACTOR shall sublet (to the
               extent permitted by the applicable lease of the West Coast
               Facility), any space at the West Coast Facility in excess of that
               Initial Storage Space and any Additional Storage Space that
               DECORA and CONTRACTOR agreed prior to termination or expiration
               of this Agreement (as the case may be) would be used for purposes
               of warehousing DECORA'S Products. The rent and other obligations
               CONTRACTOR shall owe to DECORA under such sublease each month
               shall be equal to the difference between (i) the total amount of
               rent and other obligations owed by the tenant under the lease for
               such month, and (ii) the total amount of rent and other
               obligations owed by the tenant for such month with respect to
               that Initial Storage Space and any Additional Space that DECORA
               and CONTRACTOR agreed prior to the expiration or termination of
               this Agreement would be used at the West Coast Facility for
               purposes of warehousing DECORA'S Products. CONTRACTOR will use
               its best efforts to cause the applicable lease of the West Coast
               Facility to permit such sublease to occur.

                      d.     Upon termination of this Agreement prior to
               expiration of the Term,


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               the CONTRACTOR and DECORA agree that with respect to the Atlanta
               Facility, the CONTRACTOR shall assign its rights as lessee under
               the applicable lease to DECORA (including any purchase options
               provided for therein) and DECORA will either (i) assume such
               lease and all of CONTRACTOR'S liabilities thereunder, or (ii) pay
               to CONTRACTOR an amount equal to CONTRACTOR'S then remaining
               liabilities thereunder (with respect to the Initial Storage Space
               and any Additional Storage Space that DECORA and CONTRACTOR
               agreed prior to the termination of this Agreement would be used
               at the Atlanta Facility for purposes of warehousing DECORA'S
               Products); provided, however, that this assignment, assumption,
               or payment shall not occur if a material default exists under the
               applicable lease for the Atlanta Facility (unless DECORA, in its
               sole discretion, gives its express, written consent to such
               assignment, after DECORA receives written notice that the default
               exists).

                      e.     Upon expiration of the Term of this Agreement, the
               CONTRACTOR and DECORA agree that with respect to the Atlanta
               Facility, the CONTRACTOR will, at DECORA'S option (exercisable on
               or prior to the ninetieth (90th) day prior to the date of such
               expiration), assign its rights as lessee under the applicable
               lease to DECORA (including any purchase options provided for
               therein), in which event DECORA will either (i) assume such lease
               and all of CONTRACTOR'S liabilities thereunder, or (ii) pay to
               CONTRACTOR an amount equal to CONTRACTOR'S then remaining
               liabilities thereunder (with respect to the Initial Storage Space
               and any Additional Storage Space that DECORA and CONTRACTOR
               agreed prior to the expiration of this Agreement would be used at
               the Atlanta Facility for purposes of warehousing DECORA'S
               Products).

                      f.     If DECORA assumes the applicable lease of the
               Atlanta Facility pursuant to Sections 4.3(d) or 4.3(e), at
               DECORA'S option (exercisable (x) in the case of Section 4.3(d),
               on or prior to the date upon which this Agreement terminates, or
               (y) in the case of Section 4.3(e), concurrently with the 90-day
               notice specified therein), it can require CONTRACTOR to sublet,
               and upon the exercise of such option CONTRACTOR shall sublet (to
               the extent permitted by the applicable lease of the Atlanta
               Facility), any space at the Atlanta Facility in excess of that
               Initial Storage Space and any Additional Storage Space that
               DECORA and CONTRACTOR agreed prior to termination or expiration
               of this Agreement (as the case may be) would be used for purposes
               of warehousing DECORA'S Products. The rent and other obligations
               CONTRACTOR shall owe to DECORA under such sublease each month
               shall be equal to the difference between (i) the total amount of
               rent and other obligations owed by the tenant under the lease for
               such month, and (ii) the total amount of rent and other
               obligations owed by the tenant for such month with respect to
               that Initial Storage Space and any Additional Space that DECORA
               and CONTRACTOR agreed prior to the expiration or termination of
               this Agreement would be used at the Atlanta Facility for purposes
               of warehousing DECORA'S Products. CONTRACTOR will use its best
               efforts to


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               cause the applicable lease of the Atlanta Facility to permit such
               sublease to occur.

                      g.     CONTRACTOR covenants that any and all rights it
               assigns as lessee under either or both of the applicable leases
               described in Section 4.3 above, and any and all rights and
               property interests of any kind or description to which the lessee
               under such applicable lease is or may be entitled, shall be free
               and clear of any and all liens, claims, security interests and
               encumbrances of any kind or description of CONTRACTOR or of any
               third party (except for CONTRACTOR'S then remaining liabilities
               to the landlord under such applicable lease); provided, however,
               that notwithstanding any other term or provision of this
               Agreement (including, without limitation, Sections 4.3(a) and
               4.3(d)), following any assignment to DECORA by CONTRACTOR of any
               lease pursuant to this Agreement, DECORA shall retain any and all
               claims, actions, demands, or causes of action it then has or may
               have as against CONTRACTOR, including, but not limited to, any
               claims, actions, demands, or causes of action arising from or
               relating to any breach by CONTRACTOR of any such lease or of this
               Agreement.

        E.     Section 6.1(b). Section 6.1(b) of the Agreement is hereby deleted
in its entirety and replaced with the following:

                      b.     CONTRACTOR shall secure the DESIGNATED LOCATIONS
               and commence to provide Services for DECORA at each of the
               specified DESIGNATED LOCATIONS no later than the dates mentioned
               below (hereinafter referred to as "Start Date") for each
               DESIGNATED LOCATION:

                             i.  October 1, 1998 for the Aurora Facility;

                             ii.  November 16, 1998 for the West Coast Facility;
                      and

                             iii. August 15, 1999 for the Atlanta Facility.

        F.     Section 7.1 and 7.4. Section 7.1(a)(ii) is amended to change the
term "annual Warehouse Operating Budget" in the first line thereof to "Annual
Warehouse Operating Budget". In addition, Section 7.4 is revised to change the
phrase "Annual Warehouse Operating budget" in the sixth line thereof to "Annual
Warehouse Operating Budget".

        G.     Section 12.1. Section 12.1 of the Agreement is hereby deleted in
its entirety and replaced with the following:

               12.1   Generally.

                      Although it is intended that CONTRACTOR will operate three
               DESIGNATED


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               LOCATIONS to provide Services for DECORA, under certain
               circumstances described in this Section and elsewhere herein, the
               Agreement may expire or be terminated with respect to one or two
               DESIGNATED LOCATIONS, while remaining in effect with respect to
               one or both of the others.

        H.     Section 12.2. Section 12.2 of the Agreement is hereby deleted in
its entirety and replaced with the following:

               12.2   Term.

                      The term of this Agreement is the period from the date of
               this Agreement to and including August 31, 2002, plus the period
               of any renewals entered into in accordance herewith (the "Term").

        I.     Section 12.4(b)(iv)(E). Section 12.4(b)(iv) is amended to add a
new subparagraph (E) immediately after subparagraph (D), which subparagraph (E)
provides as follows:

                                    (E)    with respect to the Atlanta Facility,
               the CONTRACTOR will assign its rights as lessee under the
               applicable lease to DECORA (including any purchase options
               provided for therein) and DECORA will either (A) assume such
               lease and all of CONTRACTOR'S liabilities thereunder or (B) pay
               to CONTRACTOR an amount equal to CONTRACTOR'S then remaining
               liabilities thereunder (with respect to the Initial Storage Space
               and any Additional Storage Space that DECORA and CONTRACTOR
               agreed prior to the termination of this Agreement would be used
               for purposes of warehousing DECORA'S Products); provided,
               however, that this assignment, assumption, and payment shall not
               occur if a material default exists under the applicable lease for
               the Atlanta Facility (unless DECORA, in its sole discretion,
               gives its express, written consent to such assignment, after
               DECORA receives written notice that the default exists). If
               DECORA assumes the applicable lease of the Atlanta Facility,
               pursuant to this Section, at DECORA'S option (exercisable
               concurrently with the 180-day notice specified above), it can
               require CONTRACTOR to sublet, and upon the exercise of such
               option CONTRACTOR shall sublet (to the extent permitted by the
               applicable lease of the Atlanta Facility), any space at the
               Atlanta Facility in excess of that Initial Storage Space and any
               Additional Storage Space that DECORA and CONTRACTOR agreed prior
               to termination of this Agreement would be used at the Atlanta
               Facility for purposes of warehousing DECORA'S Products. The rent
               and other obligations CONTRACTOR shall owe to DECORA under such
               sublease each month shall be equal to the difference between (i)
               the total amount of rent and other obligations owed by the tenant
               under the lease for such month, and (ii) the total rent and other
               obligations owed for such month with respect to that Initial
               Storage Space and any Additional Storage Space that DECORA and
               CONTRACTOR agreed prior to the


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               termination of this Agreement would be used at the Atlanta
               Facility for purposes of warehousing DECORA'S Products.
               CONTRACTOR will use its best efforts to cause the applicable
               lease of the Atlanta Facility to permit such sublease to occur.

        J.     Section 12.5(c)(ii). Section 12.5(c)(ii) of the Agreement is
hereby deleted in its entirety and replaced with the following:

                             ii.    CONTRACTOR will grant or arrange for DECORA
                      to receive non-exclusive, royalty free licenses to operate
                      (at each of the West Coast Facility and Atlanta Facility)
                      all computer software and programs utilized in the
                      rendition of Services (at the expired or terminated
                      DESIGNATED LOCATIONS) for no less than six (6) months
                      after the date of such expiration or termination, if
                      permitted by the licensors thereof.

II.     ADDITIONAL PROVISIONS RELATING TO THE ATLANTA FACILITY.

        A.     Initial and Additional Storage Space at the Atlanta Facility.

        Contractor initially shall provide storage space at the Atlanta Facility
as indicated in Amended Schedule B attached hereto (defined in the Agreement, in
so far as the Agreement (as amended) pertains to the Atlanta Facility, as the
"Initial Storage Space"), which will be used exclusively for the storage and
handling of Products delivered to the Atlanta Facility. In the event the Parties
draft or mutually agree in a writing signed by both Parties to increase the
amount of space dedicated to the storing and handling of Products at the Atlanta
Facility (as compared to the Initial Storage Space for the Atlanta Facility),
DECORA shall pay CONTRACTOR for such additional space (defined in the Agreement
as the "Additional Storage Space") in accordance with the rates set forth in
Amended Schedule C hereof (or such other rates to which DECORA and CONTRACTOR
may agree in writing), and such Additional Storage Space for the Atlanta
Facility shall be subject to the other terms and conditions of the Agreement.

        B.     Funded Equipment for the Atlanta Facility.

        The Parties will agree, which agreement shall not be unreasonably
withheld, to the categories of equipment and amounts of equipment within such
categories that shall constitute the Funded Equipment with respect to the
Atlanta Facility that are required to provide the Services at the Service Levels
referred to in Section VI of the Agreement. (A preliminary list of such
categories and amounts of equipment is included in Amended Schedule B and a
definitive list shall be added to and become part of Amended Schedule B promptly
after the Parties agree, and may be amended from time to time thereafter by
mutual agreement of the Parties.) Once the Parties have agreed as to the
categories and amount of equipment that constitute the Funded Equipment with
respect to the Atlanta Facility, CONTRACTOR shall obtain such Funded Equipment
within those categories, consistent


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with the Parties' agreement. CONTRACTOR shall be responsible for purchasing or
leasing equipment and other assets to be used in CONTRACTOR'S performance of
Services hereunder and shall hold any such leases, and shall hold title of any
equipment so purchased, in CONTRACTOR'S name; provided, however, that CONTRACTOR
shall be responsible for leasing or purchasing (as applicable) the equipment set
forth on Amended Schedule B. All such Funded Equipment with respect to the
Atlanta Facility shall be and hereby is subject to the other terms and
provisions of the Agreement, including, but not limited to, the terms and
provisions in Section 4.6(b) thereof.

        C.     Meetings Relating to the Atlanta Facility.

        During the first six (6) months after the date of this First Amendment,
the DECORA Account Manager or his designee may be present at the Atlanta
Facility to assist CONTRACTOR in (i) the transition of services to the Atlanta
Facility and (ii) coordination of activities between DECORA and CONTRACTOR and
CONTRACTOR'S and DECORA'S contractors in the United States. CONTRACTOR shall
provide the DECORA Account Manager or his designee with an office, furniture and
such other services as the DECORA Account Manager may reasonable require. The
DECORA Account Manager or his designee shall have full access to all areas of
the Atlanta Facility at any time during the Atlanta Facility's regular business
hours. CONTRACTOR'S management shall make themselves available to the DECORA
Account Manager or his designee as reasonably requested. Except to the extent
expressly inconsistent with the foregoing terms and provisions of this
paragraph, all terms and provisions of Section 16.4 of the Agreement shall apply
with respect to the Atlanta Facility.

III.    AMENDMENTS RELATING TO THE WEST COAST FACILITY.

        Pursuant to Section 3.2(c) of the Agreement, DECORA and CONTRACTOR have
agreed that effective as of the date of this First Amendment and continuing
throughout the term of the Agreement, CONTRACTOR shall provide DECORA
approximately 50,000 square feet of storage space at the West Coast Facility.
DECORA shall pay CONTRACTOR for such space in accordance with the rates set
forth in Amended Schedule C hereof (or such other rates to which DECORA and
CONTRACTOR hereafter may agree in writing), and such space (defined in the
Agreement as the "Additional Storage Space" for such West Coast Facility) shall
be and hereby is subject to the other terms and conditions of the Agreement.

IV.     SUPPLEMENTAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES.

        A.     Supplemental Representations and Warranties of DECORA.

               Decora hereby represents and warrants that the following
statements are true and correct, as of the effective date of this First
Amendment and as of the date this First Amendment actually is signed by DECORA:


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                      a.     DECORA is a corporation duly organized and in good
               standing under the laws of Delaware and is duly qualified as and
               in good standing in Ohio and all states or other jurisdictions
               where the nature and extent of the business transacted by it or
               the ownership of assets makes such qualification necessary,
               except for those jurisdictions in which the failure to so qualify
               would not have a material adverse affect on DECORA'S financial
               condition or the results of its operation or business;

                      b.     The execution, delivery and performance of this
               First Amendment and the transactions contemplated hereunder are
               all within DECORA'S corporate powers, have been duly authorized
               by DECORA and will not violate any provision of any applicable
               law, rule or regulation, judgment, order, writ or decree, or of
               any contract, agreement, indenture or instrument to which DECORA
               is a party or by which DECORA or its assets (including the
               Products) are or may be bound;

                      c.     This First Amendment, when executed or delivered by
               DECORA, will represent the legal, valid and binding obligation of
               DECORA, enforceable against it in accordance with its terms;

                      d.     Except as set forth on Schedule D of the Agreement,
               DECORA is not in default in any material respect under, or in
               violation in any material respect of, any of the terms of any
               agreement, contract, instrument, lease or other commitment to
               which it is a party or by which it or any of its assets are
               bound, and DECORA is in compliance in all material respects with
               all applicable provisions of laws, rules, regulations, licenses,
               permits, approvals and orders of any foreign, federal, state or
               local governmental authority, except to the extent such default,
               violation or non-compliance would not result in or cause a
               material adverse change in the assets, business or prospects of
               DECORA, or have an adverse effect on the legality, validity or
               enforceability of this First Amendment or would impair the
               ability of DECORA to perform its obligations under this First
               Amendment;

                      e.      Except as set forth Schedule D of the Agreement,
               there are no judgments or judicial or administrative orders or
               proceedings pending, or to the knowledge of DECORA threatened,
               against or affecting DECORA in any court or before any
               governmental authority or arbitration board or tribunal which
               could materially adversely affect the condition (financial or
               otherwise) of DECORA or the assets of DECORA, or the ability of
               DECORA to perform under this First Amendment.

        B.     Supplemental Representations and Warranties of CONTRACTOR.

               CONTRACTOR (which, for purposes of Section 20.2(d) and (e) of the
Agreement, includes all of CONTRACTOR'S parents, subsidiaries and Affiliates)
hereby represents and warrants that


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the following statements are true and correct, as of the effective date of this
First Amendment and as of the date the First Amendment actually is signed by
CONTRACTOR:

                      a.     CONTRACTOR is a corporation duly organized and in
               good standing under the laws of Ohio and is duly qualified and in
               good standing in Ohio and all states or other jurisdictions where
               the nature and extent of the business transacted by it or the
               ownership of assets makes such qualification necessary, except
               for those jurisdictions in which the failure to so qualify would
               not have a material adverse affect on Contractor's financial
               condition or the results of its operation or business;

                      b.     The execution, delivery and performance of this
               First Amendment and the transactions contemplated hereunder are
               all within CONTRACTOR'S corporate powers, have been duly
               authorized by CONTRACTOR and will not violate any provision of
               any applicable law, rule or regulation, judgment, order, writ or
               decree, or of any contract, agreement, indenture or instrument to
               which CONTRACTOR is a party or by which CONTRACTOR or its assets
               are or may be bound;

                      c.     This First Amendment, when executed or delivered by
               CONTRACTOR, will represent the legal, valid and binding
               obligation of CONTRACTOR, enforceable against it in accordance
               with its terms;

                      d.     CONTRACTOR is not in default in any material
               respect under, or in violation in any material respect of, any of
               the terms of any agreement, contract, instrument, lease or other
               commitment to which it is a party or by which it or any of its
               assets are bound, and CONTRACTOR is in compliance in all material
               respects with all applicable provisions of laws, rules,
               regulations, licenses, permits, approvals and orders of any
               foreign, federal, state or local governmental authority, except
               to the extent such default, violation or non-compliance would not
               result in or cause a material adverse change in the assets,
               business or prospects of CONTRACTOR, or have an adverse effect on
               the legality, validity or enforceability of this First Amendment
               or would impair the ability of CONTRACTOR to perform its
               obligations under this First Amendment;

                      e.     There are no judgments or judicial or
               administrative orders or proceedings pending, or to the knowledge
               of CONTRACTOR threatened, against or affecting CONTRACTOR in any
               court or before any governmental authority or arbitration board
               or tribunal which could materially adversely affect the condition
               (financial or otherwise) of CONTRACTOR or the assets of
               CONTRACTOR, or the ability of CONTRACTOR to perform under this
               First Amendment;

                      f.     A true and correct copy of the Aurora Lease has
               been delivered by CONTRACTOR and DECORA. The Aurora Lease is in
               full force and effect, CONTRACTOR


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               is the sole lessee thereunder and, as lessee, CONTRACTOR has the
               sole and exclusive right to possession of the Aurora Facility
               pursuant to the Aurora Lease. No event has occurred which
               constitutes (or, with the passage of time, the giving of notice,
               or both, would constitute) an event of default or breach of any
               kind or description under or with respect to the Aurora Lease;

                      g.     A true and correct copy of the lease of the West
               Coast Facility (including the "First Amendment to Lease
               Agreement" dated April 29, 1999) has been delivered by CONTRACTOR
               and DECORA. The lease of the West Coast Facility is in full force
               and effect, CONTRACTOR is the sole lessee thereunder and, as
               lessee, CONTRACTOR has the sole and exclusive right to possession
               of the West Coast Facility pursuant to the lease of the West
               Coast Facility. No event has occurred which constitutes (or, with
               the passage of time, the giving of notice, or both, would
               constitute) an event of default or breach of any kind or
               description under or with respect to the lease of the West Coast
               Facility;

                      h.     A true and correct copy of the lease of the Atlanta
               Facility has been delivered by CONTRACTOR and DECORA. The lease
               of the Atlanta Facility is in full force and effect, CONTRACTOR
               is the sole lessee thereunder and, as lessee, CONTRACTOR has the
               sole and exclusive right to possession of the Atlanta Facility
               pursuant to the lease of the Atlanta Facility. No event has
               occurred which constitutes (or, with the passage of time, the
               giving of notice, or both, would constitute) an event of default
               or breach of any kind or description under or with respect to the
               lease of the Atlanta Facility;

                      i.     The only persons who have or purport to have a
               lien, security interest, or other encumbrance as against any of
               CONTRACTOR'S inventory, accounts receivable, or the proceeds of
               either of them, are Star Bank, N.A. and (as to products it has
               sold or hereafter sells to CONTRACTOR) General Electric. No other
               consensual or non-consensual liens, security interests, or
               encumbrances (including any judgment, lien or levy for unpaid
               taxes of any kind or description) exists as against CONTRACTOR or
               any such assets of CONTRACTOR, except as disclosed in the
               immediately preceding sentence;

                      j.     CONTRACTOR has four, and only four, places of
               business; the first such place of business is at 125 Lena Drive,
               Aurora, Ohio 44202 (at the Aurora Facility), the second such
               place of business is at 734 Myron Street, Hubbard, Ohio 44425,
               the third such place of business is the West Coast Facility, and
               fourth such place of business is the Atlanta Facility. Other than
               those four locations, CONTRACTOR does not conduct business or own
               assets at any other location in or outside the State of Ohio.
               CONTRACTOR'S chief executive office is located at 125 Lena Drive,
               Aurora, Ohio


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<PAGE>   13

               44202. CONTRACTOR shall notify DECORA immediately if the location
               of CONTRACTOR'S chief executive office changes or if CONTRACTOR
               hereafter has any additional or other places of business and, in
               each such instance, shall inform DECORA of the addresses for each
               of such chief executive office and place(s) of business.
               CONTRACTOR also shall notify DECORA immediately if CONTRACTOR'S
               corporate name or corporate structure changes;

                      k.     CONTRACTOR warrants that, if and to the extent
               CONTRACTOR now or hereafter does or may have rights or interests
               in any of the Collateral (as defined in the Agreement) that are
               sufficient for a lien, claim, security interest, or encumbrance
               against CONTRACTOR to attach to such Collateral, the
               precautionary security interests and liens granted to DECORA
               under Section XXII of the Agreement constitute or shall
               constitute valid and, by virtue of the filing of UCC financing
               statement(s) in the appropriate governmental offices, perfected
               liens and security interests in and upon (wherever located, and
               whether now existing or hereafter arising or acquired) all
               Collateral.

V.      CONTINUING OBLIGATION TO OBTAIN LIEN WAIVERS FROM OTHER OR FUTURE
        LANDLORDS.

        CONTRACTOR covenants that with respect to all other or future leases of
the Aurora Facility, the West Coast Facility, the Atlanta Facility, and any
other DESIGNATED LOCATIONS, CONTRACTOR shall deliver to DECORA a written
agreement (the form and content of which must be substantially similar to that
of the Landlord Waiver (as defined in the Agreement), or otherwise must be
satisfactory to DECORA in its reasonable discretion), signed by each landlord,
whereby such landlord shall waive any and every right it otherwise has, may
have, or hereafter might have to assert any lien, claim, security interest, or
encumbrance of any kind or description as against any Products or other
Collateral, that such agreement shall be executed by each such landlord prior to
or contemporaneously with the execution hereafter of any lease relating to the
Aurora Facility, the West Coast Facility, the Atlanta Facility, or any other
DESIGNATED LOCATIONS, and that such agreement shall provide that it is delivered
for the benefit of DECORA, and that DECORA can and shall rely on it in
permitting CONTRACTOR to receive possession of or otherwise to render Services
concerning Products.

VI.     AMENDMENTS TO SCHEDULES.

        Attached hereto are Schedules A, B and C (collectively, the "Amended
Schedules"; individually, an "Amended Schedule"), which amend and replace the
correspondingly lettered Schedules to which the Agreement referred at the time
it was signed (the "Original Schedules"). The Amended Schedules constitute a
part of this First Amendment and of the Agreement. If and to the extent the
Amended Schedules differ from, or are inconsistent with, any of the Original
Schedules,


                                       13
<PAGE>   14

then prior to the effective date of this First Amendment the Original Schedules
shall control and on and after the effective date of this First Amendment the
Amended Schedules shall control. Any Original Schedule not amended by an Amended
Schedule shall continue in full force and effect, notwithstanding the execution
of this First Amendment.

VII.    GENERAL PROVISIONS.

A.      Other Provisions of Agreement Unaffected. Except as expressly modified
herein, all terms and provisions of the Agreement, the Exhibits thereto, and the
Original Schedules remain unaffected, and are in full force and effect. This
First Amendment constitutes a part of the Agreement, and (for purposes of the
last sentence of Section 3.2(a) of the Agreement) is an "addendum" that, in
part, relates to the Atlanta Facility.

B.      Definitions. All capitalized terms used but not defined in this First
Amendment shall have the same meanings ascribed to them in the Agreement. In the
event a capitalized term is defined in this First Amendment or the Amended
Schedules and is defined in the Agreement, and such definitions are
inconsistent, the definition in the Agreement shall govern.

C.      Binding Effect. This First Amendment shall be binding on and inure to
the benefit of the Parties and their respective successors and assigns.

D.      Governing Law. This First Amendment shall be governed by and construed
in accordance with the laws of the State of Ohio and the U.S.A. applicable to
contracts entered into and fully performed within said State, notwithstanding
any choice of law rule to the contrary.

E.      Counterparts. This First Amendment may be signed in counterparts; each
counterpart will be considered an original, and all counterparts together shall
constitute one document and one agreement.

F.      Merger and Amendments. The Agreement, the Original Schedules and the
Exhibits to the Agreement, as amended by this First Amendment and the Amended
Schedules, constitute the entire understanding and agreement between the
Parties. All prior understandings and agreements are merged into or superseded
by the Agreement, the Original Schedules and the Exhibits to the Agreement, as
amended by the First Amendment and the Amended Schedules. No modification to the
Agreement, Original Schedules, Exhibits to the Agreement, First Amendment, or
Amended Schedules shall be binding upon any Party unless reduced to a writing
which is signed by both Parties.

G.      Printed Forms. Any standard printed purchase order or acknowledgment
forms utilized are for the convenience of the Parties. The terms and conditions
of the Agreement, as amended by this First Amendment, shall govern such forms;
and no additional or different terms and conditions on


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<PAGE>   15

such printed forms shall be construed to constitute a modification of the
Agreement, as amended by this First Amendment.

H.      Even Handed Construction. The terms and conditions set forth in this
First Amendment have been arrived at after mutual negotiation; and it is the
intention of the Parties that its terms and conditions not be construed against
any Party merely because it was prepared by one of the Parties.

I.      Headings. The headings and sub-headings used in this First Amendment are
for convenience only and have no legal significance in the construction,
interpretation or operation of this First Amendment.

J.      No Waiver. The failure of either Party to enforce any provision of the
Agreement or Original Schedules, as amended by this First Amendment and the
Amended Schedules, or to exercise any right or to prosecute any default shall
not be considered a waiver of that provision or right nor bar prosecution of
that default.

K.      Application. The Agreement, as amended by this First Amendment, shall
apply separately and individually to each DESIGNATED LOCATION operated by
CONTRACTOR. All Appendices, Exhibits and Schedules appended to this First
Amendment and any revisions to those Appendices, Exhibits and Schedules which
have mutually been approved by DECORA and CONTRACTOR, shall be subject to the
terms of the Agreement, as amended by this First Amendment. In the event of a
conflict between the Agreement (as amended by this First Amendment) and any
Appendices, Exhibit or Schedule (including the Original Schedules and the
Amended Schedules), the terms and conditions of the Agreement (as amended by
this First Amendment) shall govern.

        IN WITNESS WHEREOF, DECORA and CONTRACTOR have caused this First
Amendment to be executed by their respective duly authorized representatives,
effective the date first specified above.

DECORA, INCORPORATED                    FEDERAL WHOLESALE GROUP, INC.
                                        d/b/a Pyramid Logistics Services


By: ____________________________        By: ________________________________


Date: __________________________        Date: ______________________________




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