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                                                                  EX-10.20

                                November 7, 1996


Mr. Tom Walburgh
National Picture & Frame Company
1500 Commerce Street
Greenwood, MS  38930

                 Re:      Employment Matters.

Dear Tom:

                 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 first anniversary of such Change
of Control or (y) the four month anniversary of such Termination Event.  The
amounts payable to you pursuant to this paragraph will be reduced by the amount
of any cash severance payments you otherwise receive from the Company.

                 In addition, if a Change of Control occurs during the
Company's fiscal year ended April 30, 1997, then your cash bonus for such
fiscal year shall be equal to 20% 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 your cash bonus for such fiscal year shall equal the greater of
(a) 6 2/3% of your base salary for such fiscal year and (b) your Formula Bonus
(as defined below) for such fiscal year.  Your "Formula Bonus" shall be equal
to: (20% of your base salary for such fiscal year multiplied by [(EBIT Growth
(Bonus) - 110%) x 10]).  For purposes of this letter agreement, "EBIT Growth
(Bonus)" has the meaning accorded to such term in the Employment Agreements,
dated as of April 30, 1993, by and between the Company and each of Jesse
Luxton, Billy Moore, Richard Beattie and Robert Littlejohn.

                 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 circumstances) to elect a majority of
the Company's board of directors as of the date hereof cease
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November 7, 1996
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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.

                                         Very truly yours,

                                         NATIONAL PICTURE & FRAME COMPANY

                                         By:      ______________________________

                                         Its:     ______________________________


Agreed to and Accepted:


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