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                                                                EXHIBIT 10.16


                        NATIONAL PICTURE & FRAME COMPANY
                              1500 COMMERCE STREET
                          GREENWOOD, MISSISSIPPI 38930



                                 April 30, 1997



Mr. Richard A. Beattie
National Picture & Frame Company
1500 Commerce Street
Greenwood, MS 38930

                 Re:      Employment Matters

Dear Richard:

                 In the event your employment with National Picture & Frame
Company (the "Company") is terminated without cause by the Company prior to
October 31, 1997, you will be entitled to receive your base salary (as in
effect at the time of termination) through the first anniversary of such
termination, provided that you have complied with the requirements of Section
5(b)(1) of your Employment Agreement with the Company, dated as of April 30,
1993 (the "Employment Agreement").  For purposes of this letter, termination of
your employment includes, in addition to actual termination, a substantial
diminution of your duties or responsibilities to the Company or any requirement
to perform your duties and responsibilities to the Company at a location more
than 50 miles from the current location of the Company's corporate
headquarters.  The amounts payable to you pursuant to this paragraph of this
letter are not intended to be duplicative of severance payments that you may
otherwise be entitled to receive pursuant to the Employment Agreement, and
therefore the amounts payable to you pursuant to this paragraph will be reduced
by the amount of any severance payments you otherwise receive pursuant to the
Employment Agreement.

                 Reference is made to the letter agreement dated November 7,
1996 between you and the Company (the "Prior Letter Agreement").  In the event
that (i)`one or more definitive agreements with Citicorp Venture Capital or
Colonnade Capital (or an entity sponsored by either such firm) providing for a
change of control of the Company (the "Definitive Agreements") are entered into
by the Company and (ii) the transactions contemplated by the Definitive
Agreements are consummated on or prior to October 31, 1997, then you shall be
entitled to receive at the time of such consummation a cash bonus in an amount
equal to the difference, if any, between (x) the amount you would have been
entitled to receive as a cash bonus pursuant to the second paragraph of the
Prior Letter Agreement if such transactions had been consummated during the
fiscal year
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April 30, 1997
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ended April 30, 1997, and (y) the amount you were actually entitled to receive
as a cash bonus pursuant to the second paragraph of the Prior Letter Agreement.

                 The provisions of this letter agreement shall constitute
binding and enforceable contractual obligations of the parties hereto.  This
letter agreement may be executed in one or more counterparts, all of which
taken together shall constitute one and the same binding agreement.

                               Very truly yours,

                               NATIONAL PICTURE & FRAME COMPANY


                               By:   /s/ Jesse C. Luxton 
                                     -------------------------------
                                   

                               Its:  Chief Executive Officer  
                                     -------------------------------
                           



Agreed to and Accepted:


/s/ Richard A. Beattie                              
--------------------------
Richard A. Beattie

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                                November 7, 1996


Mr. Richard A. Beattie
National Picture & Frame Company
1500 Commerce Street
Greenwood, MS  38930

                 Re:      Employment Matters.

Dear Richard:

                 In the event a Change of Control (as defined below) occurs
during the Company's fiscal year ended April 30, 1997 and, prior to the second
anniversary of such Change of Control, (i) your employment with National
Picture & Frame Company (the "Company") is terminated, (ii) your duties or
responsibilities to the Company are substantially diminished or (iii) you are
required to perform your duties and responsibilities to the Company at a
location more than 50 miles from the current location of the Company's
corporate headquarters (each, a "Termination Event"), then you shall be
entitled to a severance package equal to your base salary from the date of such
Termination Event through the later of (x) the second anniversary of such
Change of Control or (y) the first anniversary of such Termination Event.  The
amounts payable to you pursuant to this paragraph are not intended to be
duplicative of severance payments that you may otherwise be entitled to receive
pursuant to Section 5(b)(i) of your Employment Agreement, dated as of April 30,
1993, by and between you and the Company (the "Employment Agreement"); and
therefore the amounts payable to you pursuant to this paragraph will be reduced
by the amount of any severance payments you otherwise receive pursuant to your
Employment Agreement.

                 In addition, if a Change of Control occurs during the
Company's fiscal year ended April 30, 1997, then notwithstanding anything in
your Employment Agreement to the contrary, your cash bonus for such fiscal year
shall be equal to 40% of your base salary for such fiscal year.  If a Change of
Control does not occur during the Company's fiscal year ended April 30, 1997,
then notwithstanding anything in your Employment Agreement to the contrary,
your cash bonus for such fiscal year shall equal the greater of (a) 13 1/3% of
your base salary for such fiscal year and (b) the Bonus (as defined in your
Employment Agreement) otherwise payable to you pursuant to your Employment
Agreement for such fiscal year.

                 For purposes of this letter agreement, "Change of Control"
means any (i) consolidation or merger of the Company with or into another
entity or entities (whether or not the Company is the surviving entity), (ii)
any sale or transfer by the Company of all or substantially all of its assets
or (iii) any sale, transfer or issuance or series of sales, transfers and/or
issuances of shares of the Company's capital stock by the Company or the
stockholders thereof as a result of which the stockholders of the Company which
possess the voting power (under ordinary

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November 7, 1996
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circumstances) to elect a majority of the Company's board of directors as of
the date hereof cease to own a sufficient amount of the Company's outstanding
capital stock possessing the voting power (under ordinary circumstances) to
elect a majority of the Company's board of directors.


                 The provisions of this letter agreement shall constitute
binding and enforceable contractual obligations of the parties hereto.  This
letter agreement may be executed in one or more counterparts, all of which
taken together shall constitute one and the same binding agreement.  Except as
expressly amended or modified hereby, your Employment Agreement will and does
remain in full force and effect.

                               Very truly yours,

                               NATIONAL PICTURE & FRAME COMPANY

                               By:   /s/ Jesse C. Luxton
                                     -------------------------------------

                               Its:  President and Chief Executive Officer     
                                     -------------------------------------

Agreed to and Accepted:


/s/  Richard A. Beattie                         
---------------------------
 Richard A. Beattie