April 19, 2000


Decorator Industries, Inc.
10011 Pines Boulevard, Suite 201
Pembroke Pines, Florida 33024-6167

Gentlemen:

         This letter constitutes an agreement by and between COMERICA BANK, a
Michigan banking corporation (herein called "Bank"), and DECORATOR INDUSTRIES,
INC., a Pennsylvania corporation, (herein called "Company"), pertaining to
certain loans and other credit which Bank has made and/or may from time to time
hereafter make available to Company.

         In consideration of all present and future loans, advances and other
credit from time to time made available by Bank to or in favor of Company,
including, without limitation, a Five Million Dollar ($5,000,000.00) revolving
line of credit (herein called "Revolving Line") as evidenced by a Promissory
Note of even date maturing July 19, 2002 (herein called "Maturity Date"), made
available by Bank to Company, and in consideration of all present and future
liabilities, obligations and indebtedness of Company to Bank, howsoever created,
evidenced, existing or arising, whether direct or indirect, absolute or
contingent, joint or several, now or hereafter existing or arising, or due or to
become due (herein collectively called the "Liabilities"), Company represents,
warrants, covenants and agrees as follows:

         1. Each loan, advance or other extension of credit made by Bank to or
otherwise in favor of Company shall be evidenced by and subject to a promissory
note or other agreement or evidence of indebtedness acceptable to Bank, in each
case, executed and delivered by Company unto Bank. The funding and disbursement
of any loan or advance, and the extension of any other credit, to or in favor of
Company shall be subject to the execution and/or delivery unto Bank of such
documents, instruments, agreements, opinions and certificates as Bank may
reasonably require, and shall be further subject to the satisfaction of such
other conditions and requirements as Bank, and its counsel, may from time to
time require (any and all notes, instruments, documents and agreements at any
time evidencing, governing, securing or otherwise relating to any of the
Liabilities are herein collectively called the "Loan Documents").

         2. Provided that no Default or Event of Default under the Loan
Documents has occurred and is continuing, Company may, by written notice to the
Bank prior to June 19, 2002, thirty (30) days before the maturity, but not
before May 20 2002, sixty (60) before maturity, request that the Bank extend the
Maturity Date of the Revolving Line for an additional one year period. The
Maturity Date for the Revolving Line shall be extended for an additional year
only if Bank approves such extension. Bank shall notify Company of an approval
and extension and in the event Bank does not approve an extension of the
Maturity Date, the Revolving Line shall terminate on the Maturity Date.

                                                                     Exhibit 10Y
                                                                     -----------
<PAGE>

         3. Company hereby represents and warrants, and such representations and
warranties shall be deemed to be continuing representations and warranties
during the entire life of this Agreement, and thereafter, so long as any
Liabilities remain unpaid and outstanding:

         (a)      It is a corporation duly organized, validly existing and in
                  good standing under the laws of the State of its
                  incorporation, it is duly qualified and authorized to do
                  business in each jurisdiction where the character of its
                  assets or the nature of its activities makes such
                  qualification necessary, and it has the legal power and
                  authority to own its properties and assets and to carry out
                  its business as now being conducted in each such jurisdiction
                  wherein such qualification is necessary; execution, delivery
                  and performance of this Agreement, and any and all other Loan
                  Documents to which Company is a party or by which it is
                  otherwise bound, are within Company's corporate powers and
                  authorities, have been duly authorized by all requisite
                  corporate or other necessary or appropriate action, and are
                  not in contravention or violation of law or the terms of
                  Company's Articles of Incorporation or Bylaws, and do not
                  require the consent or approval of any governmental body,
                  agency or authority; and this Agreement, and any other Loan
                  Documents contemplated hereby, when executed, issued and/or
                  delivered by Company, or by which Company is otherwise bound,
                  will be valid and binding and legally enforceable against
                  Company in accordance with their terms.

         (b)      The execution, delivery and performance of this Agreement and
                  any other Loan Documents required under or contemplated by
                  this Agreement to which Company is a party or by which it is
                  otherwise bound, and the issuance of this Agreement and any
                  such other Loan Documents by Company, and the borrowings and
                  other transactions contemplated hereby and thereby, are not in
                  contravention or violation of the unwaived terms of any
                  indenture, agreement or undertaking to which Company is a
                  party or by which it or any of its property or assets is
                  bound, and will not result in the creation or imposition of
                  any lien or encumbrance of any nature whatsoever upon any of
                  the property or assets of Company, except to or in favor of
                  Bank.

         (c)      No litigation or other proceeding before any court or
                  administrative agency is pending, or, to the knowledge of
                  Company or any of its officers, is threatened against Company,
                  the outcome of which could materially impair Company's
                  financial condition or its ability to carry on its business or
                  its ability to pay and perform its liabilities and obligations
                  hereunder or otherwise in respect of the Liabilities.

         (d)      There are no security interests in, liens, mortgages, or other
                  encumbrances on any of Company's property or assets, except
                  Permitted Encumbrances (as hereinafter defined).

         (e)      There exists no Event of Default (as hereinafter defined), or
                  any condition or event which, with the giving of notice or the
                  passage of time, or both, would constitute an Event of Default
                  (any such condition or event is herein called a "Default")
                  under any of the Liabilities.

                                        2                            Exhibit 10Y
                                                                     -----------


<PAGE>


         (f)      The most recent financial statements with respect to Company
                  delivered to Bank fairly present the financial condition of
                  Company as of the date thereof and for the period(s) covered
                  thereby in accordance with generally accepted accounting
                  principles consistently applied ("GAAP"), and since October 2,
                  1999, there has been no material adverse change in the
                  condition (financial or otherwise) of Company.

         4. So long as Bank shall have any commitment or obligation, if any, to
make any loans or extend credit to or in favor of Company, and so long as any
Liabilities remain unpaid and outstanding, Company covenants and agrees that it
shall:

         (a)      Furnish to Bank, or cause to be furnished to Bank, in each
                  case, in form and detail and on a reporting basis satisfactory
                  to Bank, the following:

                  (i)      as soon as available, and in any event not later than
                           ninety (90) days after the close of each fiscal year
                           of Company, beginning with the fiscal year ending
                           December 30, 2000, audited financial statements of
                           Company, containing the balance sheet of Company as
                           of the close of each such fiscal year, statements of
                           income and retained earnings and a statement of cash
                           flows for each such fiscal year, and such other
                           comments and financial details as are usually
                           included in similar reports, including any management
                           letter(s). Such financial statements shall be
                           prepared in accordance with GAAP, shall be in such
                           detail as Bank may reasonably require, and shall be
                           reviewed by independent certified public accountants
                           of recognized standing selected by Company and
                           acceptable to Bank;

                  (ii)     as soon as available, and in any event not later than
                           sixty (60) days after the close of each fiscal year
                           of Company, beginning with the fiscal year ending
                           December 30, 2000, Borrower's annual projections,
                           including, but not limited to, Company's projections
                           for sales, net income, capital expenditures and
                           redemption of Company's stock;

                  (iii)    as soon as available, and in any event not later than
                           forty-five (45) days after and as of the close of
                           each fiscal quarter (except the fiscal year end) of
                           each fiscal year of Company, beginning with the
                           fiscal quarter ending April 1, 2000, financial
                           statements of Company, containing the balance sheet
                           of Company as of the close of each such fiscal
                           quarter, statements of income and retained earning
                           and a statement of cash flows for Company for such
                           fiscal quarter and for the portion of the fiscal year
                           of Company through the end of the fiscal quarter then
                           ending, and such other comments and financial details
                           as are usually included in similar reports. Such
                           financial statements shall be prepared by Company in
                           accordance with GAAP, and shall be certified as to
                           accuracy and fairness by an authorized officer of
                           Company;

                  (iv)     simultaneous with the delivery to Bank of the
                           respective financial statements required in
                           sub-sections (i) and (iii) above, quarterly
                           compliance certificates in form and detail
                           satisfactory to Bank, certified by an authorized
                           officer of


                                           3                         Exhibit 10Y
                                                                     -----------

<PAGE>

                           Company, certifying that, as of the date thereof, to
                           the best of each such authorized officer's knowledge,
                           no Default or Event of Default shall have occurred
                           and be continuing or exist, or if any Default or
                           Event of Default shall have occurred and be
                           continuing or exist, specifying, in detail, the
                           nature and period of existence thereof and any action
                           taken or proposed to be taken by Company in respect
                           thereof, and also certifying as to whether Company is
                           in compliance with the financial covenants contained
                           in Sections 3(g) through (i) of this Agreement (which
                           certificate shall set forth, in reasonable detail,
                           Company's calculations and the resultant ratios or
                           financial tests determined thereunder);

                  (v)      as soon as possible, and in any event within three
                           (3) Business Days after becoming aware of the
                           occurrence or existence of any Default or Event of
                           Default, or of any other condition or occurrence
                           which has had or could reasonably be expected to have
                           a materially adverse effect upon Company's business,
                           properties, or financial condition or upon Company's
                           ability to comply with its obligations hereunder, a
                           written statement of an authorized officer of Company
                           setting forth the details of such Default or Event of
                           Default, or such other condition or occurrence, and
                           the action which Company has taken or caused to be
                           taken, or proposes to take or cause to be taken with
                           respect thereto; and

                  (vi)     promptly, at such times as Bank may reasonably
                           require, in form and detail satisfactory to Bank,
                           such other information and reports as may be required
                           under the terms of any Loan Documents or as Bank may
                           reasonably request from time to time.

         (b)      Keep proper books of record and account in which full and
                  correct entries shall be made of all of its financial
                  transactions and its assets and businesses so as to permit the
                  presentation of financial statements (including, without
                  limitation, those financial statements to be delivered to Bank
                  pursuant to Section 3(a) above) prepared in accordance with
                  GAAP; and permit Bank, or its representatives, at reasonable
                  times and intervals, to visit all of Company's offices and to
                  make inquiries as to Company's respective financial matters
                  with its respective directors, officers, employees, and
                  independent certified public accountants.

         (c)      Permit Bank, through Bank's authorized attorneys, accountants
                  and representatives, to inspect, audit and examine Company's
                  books, accounts, records, ledgers and assets and properties of
                  every kind and description, wherever located, at all
                  reasonable times during normal business hours, upon written
                  request of Bank. Company agrees to reimburse Bank for all
                  reasonable costs and expenses incurred by Bank in connection
                  with such inspections, examinations and audits, and to pay to
                  Bank such fees as Bank may reasonably charge in respect of
                  such inspections, examinations and audits, or as otherwise
                  mutually agreed upon by Company and Bank if such inspections,
                  examinations and audits are conducted due to any Event of
                  Default by Company.


                                           4                         Exhibit 10Y
                                                                     -----------

<PAGE>


         (d)      The Company will maintain, with respect to its business and
                  properties, insurance at all times by insurance companies of
                  nationally recognized stature and responsibility which the
                  Company believes to be financially sound, of a character
                  usually insured by corporations engaged in the same or a
                  similar business similarly situated against loss or damage of
                  the kinds and in the amounts customarily insured against and
                  for by such corporations, and carry or cause to be carried,
                  with such insurers in customary amounts (with customary
                  deductibles), such other insurance, including public liability
                  insurance as is usually carried by corporations engaged in the
                  same or a similar business similarly situated: provided,
                  however, that all insurance maintained pursuant to this
                  paragraph shall be carried in amounts sufficient to prevent
                  the Company from incurring liability as a co-insurer under law
                  or the terms of the applicable policy or policies.

         (e)      Pay and discharge promptly when due: all taxes, assessments,
                  and governmental charges and levies imposed upon Company, its
                  income, or any of its properties, before the same shall become
                  delinquent; and provided, however, that none of the foregoing
                  need to be paid while the same is being contested in good
                  faith by appropriate proceedings diligently conducted so long
                  as adequate reserves shall have been established in accordance
                  with GAAP with respect thereto. The Company will file all
                  federal, state and local tax returns and all other tax reports
                  as required by law.

         (f)      Do or cause to be done all things necessary to preserve and
                  keep in full force and effect Company's corporate existence,
                  rights and franchises and comply with all applicable laws
                  where failure to do so has had or could reasonably be expected
                  to have a material adverse effect upon Company's business,
                  properties, or financial condition or upon Company's ability
                  to comply with its obligation hereunder; continue to conduct
                  and operate its business substantially as conducted and
                  operated during the present and preceding calendar year; at
                  all times maintain, preserve and protect all franchises and
                  trade names and preserve all the remainder of its property and
                  keep the same in good repair, working order and condition; and
                  from time to time make, or cause to be made, all needed and
                  proper repairs, renewals, replacements, betterments and
                  improvements thereto so that the business carried on in
                  connection therewith may be properly and advantageously
                  conducted at all times.

         (g)      Maintain, at all times, Net Income of not less than One
                  Million Dollars ($1,000,000.00).

                  For purposes of this Agreement, the Net Income shall be
                  calculated quarterly and shall be equal to the sum of
                  Company's Net Income for the immediately four preceding fiscal
                  quarters.

                  "Net Income" shall mean, as applied to any Person, the net
                  income (or net loss) of such Person for the period in question
                  after giving effect to deduction or provision for all
                  operating expenses, all taxes and reserves (including reserves
                  for deferred taxes) and all other proper deductions all
                  determined in accordance with GAAP.

                                           5                         Exhibit 10Y
                                                                     -----------

<PAGE>

                  "Person" shall mean any individual, corporation, partnership,
                  limited liability company, trust, incorporated or
                  unincorporated organization, joint venture, joint stock
                  company, government, or any agency or political subdivision
                  thereof, or any other entity of any kind.

         (h)      Maintain a Funded Debt to EBITDA Ratio of not more than 3.0 to
                  1.0.

                  For purposes of this Agreement, the Funded Debt to EBITDA
                  Ratio shall be calculated quarterly as of the end of each
                  fiscal quarter of Company, and shall be calculated based upon
                  and for the fiscal quarter of Company then ending. EBITDA
                  shall be calculated on a rolling four quarter basis.

                  "Funded Debt" shall mean all the sum of all funded debt of the
                  Company plus letter of credit obligations plus all capitalized
                  leases.

                  "EDITDA" shall mean earnings (or loss) from operations of the
                  Company for such period, after eliminating therefrom all
                  extraordinary non-recurring items of income (including gain on
                  the sale of assets and earnings from the sale of discontinued
                  business lines) and after all expenses and proper charges but,
                  before payment or provision for payment of interest, taxes,
                  depreciation and amortization, all determined in accordance
                  with GAAP, for the Company for period being measured.

         (i)      Maintain a Funded Debt to Capitalization Ratio of not more
                  than .50 to 1.0.

                  For purposes of this Agreement, the Funded Debt to
                  Capitalization Ratio shall be calculated quarterly as of the
                  end of each fiscal quarter of Company, and shall be calculated
                  based upon and for the fiscal quarter of Company then ending.

                  "Capitalization" shall mean the sum of Funded Debt plus Net
                  Worth.

                  "Net Worth" shall mean with respect to any Person, such
                  Person's total shareholders equity (including capital stock,
                  additional paid-in capital and retained earnings, after
                  deducting treasury stock) which would appear as such on a
                  balance sheet of such Person prepared in accordance with GAAP.

         (j)      Take all actions and fulfill all conditions necessary to
                  maintain any and all plans in substantial compliance with
                  applicable requirements of ERISA, the Code, and all applicable
                  foreign law, if any, until such Plans are terminated, and the
                  liabilities discharged thereof, in accordance with applicable
                  law. No domestic Pension Plan (other than a Multiemployer
                  plan) will incur any accumulated funding deficiency (within
                  the meaning of Section 412 of the Code), and no foreign
                  Pension Plan will be in violation of any funding requirement
                  imposed by applicable foreign law, which deficiency or
                  violation would or would be reasonably likely to, materially
                  adversely affect the business, earnings, prospects,
                  properties, or condition (financial or otherwise) of the
                  Borrower.

                                           6                         Exhibit 10Y
                                                                     -----------

<PAGE>

                  "Plan" shall mean any "employee benefit plan" (within the
                  meaning of Section 3 (3) of ERISA) that the Company maintains,
                  contributes to, or is obligated to contribute to for the
                  benefit of employees or former employees of the Company.

                  "Pension Plan" shall mean any Plan that is an "employee
                  pension benefit plan" within the meaning of Section 3 (2) of
                  ERISA.

                  "ERISA" shall mean the Employee Retirement Income Security Act
                  of 1974, as amended from time to time, and any successor
                  statute, together with the rules and regulations thereunder.

                  "Code" shall mean the Internal Revenue Code of 1986, as
                  amended from time to time, and any successor statute, together
                  with the rules and regulations thereunder.

                  "Multiemployer Plan" shall mean any Plan that is a
                  "multiemployer plan" within the meaning of Section 4001(a)(3)
                  of ERISA.

         (k)      Comply in all material respects with all applicable
                  Environmental Laws, and maintain all material permits,
                  licenses and approvals required under applicable Environmental
                  Laws, where the failure to do so could have a material adverse
                  effect upon the business, operations, condition (financial or
                  otherwise) performance or properties of Company, or could have
                  a material adverse effect upon the ability of Company to
                  perform its obligations under this Agreement or any of the
                  other Loan Documents, or could materially adversely affect the
                  enforceability of this Agreement or any of the other Loan
                  Documents; and promptly provide to Bank, immediately upon
                  receipt thereof, copies of any material correspondence,
                  notice, pleading, citation, indictment, complaint, order,
                  decree, or other document from any source asserting or
                  alleging a violation of any Environmental Laws by Company, or
                  of any circumstance or condition which requires or may require
                  a financial contribution by Company, or a clean-up, removal,
                  remedial action or other response by or on behalf of Company
                  under applicable Environmental Law(s), or which seeks damages
                  or civil, criminal, or punitive penalties from Company for any
                  violation or alleged violation of any Environmental Law(s) by
                  Company. Company hereby indemnifies, saves and holds Bank, and
                  any of Bank's past, present and future officers, directors,
                  shareholders, employees, representatives and consultants,
                  harmless from any and all losses, damages, suites, penalties,
                  costs, liabilities and expenses (including, without
                  limitation, reasonable legal expenses and attorneys' fees)
                  incurred or arising out of any claim, loss or damage of any
                  property, injuries to or death of any persons, contamination
                  of or adverse effects on the environment, or other violation
                  of any applicable Environmental Law(s), in any case, caused by
                  Company, or in any way related to any property owned or
                  operated by Company, or due to any acts of Company, or any of
                  its officers, directors, shareholders, employees, consultants
                  and/or representations; provided, however, that the foregoing
                  indemnification shall not be applicable, and Company shall not
                  be liable for any such losses, damages, suits, penalties,
                  costs, liabilities or expenses, to the extent (but only to the
                  extent) the

                                           7                         Exhibit 10Y
                                                                     -----------

<PAGE>

                  same arise or result from any gross negligence or willful
                  misconduct of Bank or any of its agents or employees.

                  "Environmental Laws" shall mean all laws, codes, ordinances,
                  rules, regulations, orders, decrees and directives issued by
                  any federal, state, local, foreign or other governmental or
                  quasi-governmental authority or body (or any agency,
                  instrumentality or political subdivision thereof) pertaining
                  to hazardous or toxic materials, including, without
                  limitation, any hazardous materials or wastes, toxic
                  substances, flammable, explosive or radioactive materials,
                  asbestos, and/or other similar materials; any so-called
                  "superfund" or "superlien" law pertaining to hazardous or
                  toxic materials on or about any property at any time owned,
                  leased or otherwise used by Company, or any portion thereof,
                  including, without limitation, those relating to soil,
                  surface, subsurface groundwater conditions and the condition
                  of the ambient air; and any other federal, state, foreign or
                  local statute, law, ordinance, code, rule, regulation, order
                  or decree regulating, relating to, or imposing liability or
                  standards of conduct concerning, any hazardous, toxic,
                  radioactive, flammable or dangerous waste, substance or
                  material, as now or at any time hereafter in effect.

         5. So long as Bank shall have any commitment or obligation, if any, to
make any loans or extend credit to or in favor of Company, and so long as any
Liabilities remain unpaid and outstanding, Company covenants and agrees that it
shall not, without the prior written consent of Bank:

         (a)      Create, incur, assume or suffer to exist any mortgage, pledge,
                  encumbrance, security interest, lien or charge of any kind
                  upon any of its property or assets (including, without limit,
                  any charge upon property purchased or acquired under a
                  conditional sales or other title retaining agreement or lease
                  required to be capitalized under GAAP), whether now owned or
                  hereafter acquired, other than the following (collectively,
                  "Permitted Encumbrances"):

                  (i)      liens, mortgages, security interests and encumbrances
                           to or in favor of Bank;

                  (ii)     liens for taxes, assessments or other governmental
                           charges incurred in the ordinary course of business
                           and for which no interest, late charges or penalties
                           which in aggregate do not exceed Fifty Thousand
                           Dollars ($50,000.00), are attaching or which are
                           being contested in good faith by appropriate
                           proceedings diligently pursued and, if requested by
                           Bank, bonded in an amount and manner satisfactory to
                           Bank;

                  (iii)    liens, not delinquent, created by statute in
                           connection with workers' compensation, unemployment
                           insurance, social security, old age pensions (subject
                           to the applicable provisions of this Agreement) and
                           similar statutory obligations;

                                           8                         Exhibit 10Y
                                                                     -----------

<PAGE>

                  (iv)     liens in favor of mechanics, materialmen, carriers,
                           warehousemen or other like statutory or common law
                           liens securing obligations incurred in good faith in
                           the ordinary course of business that are not yet due
                           and payable;

                  (v)      minor encumbrances or imperfections of title
                           consisting of existing or future zoning restrictions,
                           existing recorded rights-of-way, existing recorded
                           easements, existing recorded private restriction or
                           existing or future public restrictions on the use of
                           real property, none of which (individually or in the
                           aggregate) materially impairs, or would materially
                           impair, the present or future use of such property in
                           the operation of the business for which it is used,
                           or would be violated in any material respect by any
                           existing or proposed structure or land use or would
                           have a material adverse effect on the sale or lease
                           of such property, or render title thereto
                           unmarketable;

                  (vi)     purchase money security interests to secure purchase
                           money indebtedness permitted under Section 5(b)(iv)
                           of this Agreement, so long as such purchase money
                           security interests (A) arise substantially
                           contemporaneously with the purchase or acquisition of
                           the respective property or assets encumbered by and
                           subject to such purchase money security interests,
                           (B) do not at any time encumber any property or
                           assets other than the respective property or assets
                           financed by the respective purchase money
                           indebtedness, and (C) secure only the respective
                           purchase money indebtedness incurred to finance the
                           purchase or acquisition of such property or assets;

                  (vii)    any liens and encumbrances existing as of the date of
                           this Agreement, as more particularly identified in
                           Schedule 5(a) attached hereto, and

                  (viii)   any other liens agreed or consented to, in writing,
                           by Bank.

         (b)      Incur, create, assume or permit to exist any indebtedness or
                  liability on account of deposits or advances or any
                  indebtedness or liability for borrowed money, or any other
                  indebtedness or liability evidenced by notes, bonds,
                  debentures or similar obligations, or any other indebtedness
                  whatsoever, except for (i) the Liabilities, (ii) Subordinated
                  Debt, (iii) existing indebtedness to the extent set forth on
                  attached Schedule 5(b) attached hereto, (iv) purchase money
                  indebtedness not to exceed Five Hundred Thousand Dollars
                  ($500,000.00) in aggregate principal amount each fiscal year
                  of Company incurred to finance Company's purchase or
                  acquisition of capital assets (whether pursuant to a loan,
                  capital lease or otherwise); (v) unsecured trade indebtedness
                  incurred and paid in the ordinary course of business of
                  Company or another Person acquired by Company; (vi) contingent
                  indebtedness to the extent permitted by Section 5(d) of this
                  Agreement, (vii) indebtedness secured by Permitted
                  Encumbrances, and (viii) lease obligations (whether in respect
                  of capitalized leases, operating leases or otherwise), not
                  otherwise disclosed in Schedule 5(b) attached hereto, (ix)
                  Funded Indebtedness incurred for the acquisition of corporate
                  real estate.


                                           9                         Exhibit 10Y
                                                                     -----------

<PAGE>

         (c)      Make loans, advances or extensions of credit to any Person,
                  except, without duplication, (i) employees of Company in an
                  unpaid principal amount not to exceed One Hundred Thousand
                  Dollars ($100,000.00), in aggregate, at any time, (ii) sales
                  on open account in the ordinary course of business, and (iii)
                  other loans, advances and extensions of credit in the ordinary
                  course of business in an unpaid principal amount not to exceed
                  Two Hundred Fifty Thousand Dollars ($250,000.00), in
                  aggregate, at any time.

         (d)      Guarantee or otherwise, directly or indirectly, in any way be
                  or become responsible for obligations of any other Person,
                  whether by agreement to purchase the indebtedness of any other
                  Person, agreement for the furnishing of funds to any other
                  Person through the furnishing of goods, supplies or services,
                  by way of stock purchase, capital contribution, advance or
                  loan, for the purpose of paying or discharging (or causing the
                  payment or discharge of) the indebtedness of any other Person,
                  or otherwise, except (i) guaranties in favor of Bank; and (ii)
                  the endorsement of negotiable instruments in the ordinary
                  course of business for deposit or collection.

         (e)      Subordinate any indebtedness due to it from a Person to
                  indebtedness of other creditors of such Person.

         (f)      Sell, lease (as lessor), transfer or otherwise dispose of
                  properties and assets, except as to the sale of inventory and
                  equipment in the ordinary course of business; change its name,
                  consolidate with or merge into any other corporation, permit
                  any other corporation to merge into it except as set forth in
                  Section 5(k) hereof, enter into any reorganization or
                  recapitalization, or reclassify its capital stock, or enter
                  into any sale-leaseback transaction.

         (g)      Allow any fact, condition or event to occur or exist with
                  respect to any employee pension or profit sharing plan
                  established or maintained by it which might constitute grounds
                  for termination of any such plan or for the court appointment
                  of a trustee to administer any such plan; or permit any such
                  plan to be the subject of termination proceedings (whether
                  voluntary or involuntary) from which termination proceedings
                  there may result in a liability of Company to the PBGC which,
                  in the opinion of Bank, will have a materially adverse effect
                  upon the operations, business, property, assets, financial
                  condition or credit of Company.

         (h)      Furnish Bank with any certificate or other document that
                  contains any untrue statement of a material fact or omits to
                  state a material fact necessary to make such certificate or
                  document not misleading in light of the circumstances under
                  which it was furnished.

         (i)      Apply any of the proceeds of any loan. advance or other
                  extension of credit by Bank to or in favor of Company, to the
                  purchase or carrying of any "margin stock" within the meaning
                  of Regulation U of the Board of Governors of the Federal
                  Reserve System, or any regulations, interpretations or rulings
                  thereunder.

                                          10                         Exhibit 10Y
                                                                     -----------

<PAGE>

         (j)      Make Capital Expenditures, excluding acquisitions of real
                  property, shall not exceed One Million Five Hundred Thousand
                  Dollars ($1,500,000.00), annually.

                  Capital Expenditures shall mean with respect to any Person,
                  all expenditures made and liabilities incurred for the
                  acquisition of assets which are not, in accordance with GAAP,
                  treated as expense items for such person in the year made or
                  incurred or as a prepaid expense applicable to a future year
                  or years.

         (k)      Shall not participate in any Acquisition of any Person,
                  individually or in the aggregate, in excess of Five Million
                  Dollars ($5,000,000.00).

                  Acquisition shall mean as applied to any business unit or
                  investment, means the acquiring or acquisition of such
                  business unit or investment by purchase, exchange, issuance of
                  stock or other securities, or by merger, reorganization or any
                  other method.

                  6. An "Event of Default" shall be deemed to have occurred or
exist under this Agreement upon the occurrence and/or existence of any of the
following conditions or events:

         (a)      Company shall fail to pay the principal of or interest on or
                  shall otherwise fail to pay any other amount owing by Company
                  to Bank, when due, under any of the Liabilities, and such
                  default in payment shall continue unremedied or uncured beyond
                  any applicable period of grace provided with respect thereto,
                  if any, in the relevant Loan Document(s);

         (b)      any representation, warranty, certification or statement made
                  or deemed to have been made by Company herein, or by any
                  Person(s) (including, without limit, Company) in any
                  certificate, financial statement or other document or
                  agreement delivered by or on behalf of Company in connection
                  with the Liabilities or any of the Loan Documents, shall prove
                  to be untrue in any material respect;

         (c)      Company shall fail to observe or perform any condition,
                  covenant or agreement of Company, set forth in Section 4(a)
                  hereof, for a period exceeding fifteen (15) days;

         (d)      Company shall fail to observe or perform any condition,
                  covenant or agreement of Company, set forth in Section 5
                  hereof, for a period exceeding five (5) days;

         (e)      Company shall fail to observe or perform any condition,
                  covenant or agreement of Company set forth herein;

         (f)      Company shall fail to observe or perform any condition,
                  covenant or agreement of Company set forth in any other Loan
                  Document (other than as provided in subparagraphs (a) and (c)
                  above), and such default shall remain unremedied or uncured
                  beyond any applicable period of grace or cure, if any,
                  provided with respect thereto;

                                          11                         Exhibit 10Y
                                                                     -----------

<PAGE>

         (g)      if there shall be any change, for any reason whatsoever, in
                  the management, including, but not limited to, the termination
                  of employment or title of William A. Bassett as Chairman and
                  CEO, or control of Company which, in the reasonable discretion
                  of Bank, could have a material adverse effect upon the
                  business, operations or condition (financial or otherwise) of
                  Company;

         (h)      whenever Bank, in good faith, deems the prospect of payment or
                  performance of any of the Liabilities to be impaired; or

         (i)      upon the occurrence or existence of any "Default" or "Event of
                  Default", as the case may be, set forth in any other Loan
                  Document.

                  7. Upon the occurrence and at any time during the continuance
or existence of any Event of Default, Bank may give notice to Company declaring
all outstanding Liabilities to be due and payable, whereupon all such
Liabilities then outstanding shall immediately become due and payable, without
further notice or demand, and any commitment or obligation, if any, on the part
of Bank to make loans or otherwise extend credit to or in favor of Company shall
immediately terminate. Further, upon the occurrence or at any time during the
continuance or existence of any Event of Default hereunder, Bank may collect,
deal with and dispose of all or any part of any security in any manner permitted
or authorized by the Michigan Uniform Commercial Code or other applicable law
(including public or private sale), and after deducting expenses (including,
without limitation, reasonable attorneys' fees and expenses), Bank may apply the
proceeds thereof in part or full payment of any of the Liabilities, whether due
or not, in any manner or order Bank elects. In addition to the foregoing, upon
the occurrence and at any time during the continuance or existence of any Event
of Default hereunder, Bank may exercise any and all rights and remedies
available to it as a result thereof, whether by agreement, by law, or otherwise.

                  8. Company hereby acknowledges and agrees that Company's
compliance with the terms and conditions set forth herein, and the absence of
any Event of Default hereunder, shall not, in any way whatsoever, limit,
restrict or otherwise affect or impair Bank's right or ability to make demand
for payment of any or all of the Liabilities which may be on a demand basis at
any time in Bank's sole and absolute discretion, with or without reason or
cause, and the existence of any Event of Default hereunder shall not be the sole
reason or basis for enabling Bank to make demand for payment of all or any part
of such Liabilities.

                  9. No forbearance on the part of the Bank in enforcing any of
its rights or remedies under this Agreement or any other Loan Document, nor any
renewal, extension or rearrangement of any payment or covenant to be made or
performed by Company hereunder or any such other Loan Document, shall constitute
a waiver of any of the terms of this Agreement or such Loan Document or of any
such right or remedy.

                  10. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Michigan.

                  11. All covenants, agreements, representations and warranties
by or on behalf of Company made in connection with this Agreement and any other
Loan Documents shall survive the

                                          12                         Exhibit 10Y
                                                                     -----------

<PAGE>

borrowing hereunder or thereunder and shall be deemed to have been relied upon
by Bank. All statements contained in any certificate or other document delivered
to Bank at any time by or on behalf of Company pursuant hereto shall constitute
representations and warranties by Company.

                  12. Company agrees that it will pay all costs and expenses
incurred by Bank in connection with the preparation of this Agreement and any
other Loan Documents contemplated hereby, including, without limitation,
reasonable attorneys' fees and distributions of counsel for the Bank.

                  13. This Agreement shall inure to the benefit of and shall be
binding upon the parties hereto and their respective successors and assigns;
provided, however, that Company shall not assign or transfer any of its rights
or obligations hereunder or otherwise in respect of any of the Liabilities
without the prior written consent of Bank.

                  14. COMPANY AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY
JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR
CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVE ANY RIGHT
TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR
ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE LIABILITIES.

If the foregoing is acceptable to Company, please indicate such with the
authorized signature(s) of Company as provided below.

                                                          Very truly yours,

                                                          COMERICA BANK

                                                          By: /s/ Michael Orzco
                                                              ------------------

                                                          Its: Vice President
                                                               -----------------

ACCEPTED AND AGREED:

DECORATOR INDUSTRIES, INC.

By: /s/ Michael K. Solomon
    ------------------------

Its:  Vice President
     --------------------

Dated:   April 19, 2000
       -----------------------

                                          13                         Exhibit 10Y
                                                                     -----------

<PAGE>

                                  SCHEDULE 4(a)
                             Permitted Encumbrances

1.       UCC Financing Statement filed in the State of Indiana on March 25, 1999
         with Key Bank National Association as Secured Party and Decorator
         Industries, Inc. as Debtor covering all of debtor's equipment and
         fixtures, including but not limited to machinery, parts, tools,
         fixtures, furniture and accessories wherever located in Indiana,
         together with all attachments, additions and accessions thereto, and
         added and substituted parts, equipment and repairs now or hereafter
         placed upon such property.

                                          14                         Exhibit 10Y
                                                                     -----------

<PAGE>

                                  SCHEDULE 4(b)
                             Permitted Indebtedness

<TABLE>
<CAPTION>
                                                                              Total Amount Due
                                                                              ----------------
<S>      <C>                                                                    <C>
1.       Pennsylvania Industrial Financing Authority                            $163,037.00

2.       Pennsylvania Economic Development Financing Authority                  $300,000.00

3.       Indiana Development Financing Authority                                $1,455,000.00


</TABLE>


                                          15                         Exhibit 10Y
                                                                     -----------