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                                                                        EX-10.14

                                November 7, 1996


Mr. Jesse C. Luxton
National Picture & Frame Company
1500 Commerce Street
Greenwood, MS  38930

                 Re:      Employment Matters.

Dear Jesse:

                 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 50% 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) 16 2/3% 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
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November 7, 1996
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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 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:      ______________________________

                                      Its:     ______________________________


Agreed to and Accepted:


________________________________
Jesse C. Luxton