Exhibit 2.2



                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                                 DECORATE, INC.

                                       AND

                                JB Express, INC.

                                       AND

                                GUILDMASTER, INC.

                                       AND

                       JAMES K. PARSONS, ELLEN L. PARSONS
                                AND JON T. BAKER



                              Dated May _____, 2001


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                                TABLE OF CONTENTS



ARTICLE I

THE MERGER
         1.1      Merger ....................................................2
         1.2      Closing .................................................. 2
         1.3      Effective Time.............................................2

ARTICLE II
TERMS OF MERGER
         2.1      Corporate Charter..........................................2
         2.2      By-Laws .................................................. 2
         2.3      Directors..................................................3
         2.4      Officers 3

ARTICLE III
MANNER OF CONVERTING SHARES
         3.1      Conversion of Shares.......................................3
         3.2      Adjustments to Exchange Ratio..............................3
         3.3      Fractional Shares..........................................4
         3.4      Exchange Procedures........................................4
         3.5      Rights of From GuildMaster Shareholders....................4
         3.6      Termination of Exchange Fund...............................4
         3.7      Lost or Destroyed Shares...................................5

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF GUILDMASTER
AND GUILDMASTER SHAREHOLDERS
         4.1      Organization, Standing, and Power..........................5
         4.2      Subsidiaries...............................................5
         4.3      Capital Structure..........................................5
         4.4      Authority..................................................6
         4.5      Financial Statements.......................................7
         4.6      Authorizations; Compliance With Applicable Laws............7
         4.7      Litigation and Claims......................................9
         4.8      Taxes    ..................................................9
         4.9      Certain Agreements........................................10
         4.10     Benefit Plans.............................................10

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         4.11     Insurance.................................................12
         4.12     Absence of Certain Changes or Events......................12
         4.13     Properties, Leases and Other Agreements...................14
         4.14     Patents, Trademarks and Trade Names.......................14
         4.15     Votes Required............................................15
         4.16     Tax Matters...............................................15
         4.17     Investment Purpose........................................15
         4.18     Conditions of Assets......................................15
         4.19     Inventory.................................................15
         4.20     Accounts Receivable.......................................15
         4.21     Customers.................................................16
         4.22     Full Disclosure...........................................16

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF DECORATE AND JBE
         5.1      Organization, Standing and Power..........................16
         5.2      Subsidiaries..............................................16
         5.3      Capital Structure.........................................16
         5.4      Authority.................................................17
         5.5      Financial Statements......................................18
         5.6      Authorizations; Compliance With Applicable Laws...........18
         5.7      Litigation and Claims.....................................19
         5.8      Taxes.....................................................20
         5.9      Certain Agreements........................................20
         5.10     Benefit Plans.............................................21
         5.11     Insurance.................................................22
         5.12     Absence of Certain Changes or Events......................22
         5.13     Properties, Leases and Other Agreements...................24
         5.14     Patents, Trademarks and Trade Names.......................24
         5.15     Votes Required............................................25
         5.16     Tax Matters...............................................25
         5.17     Conditions of Assets......................................25
         5.18     Inventory.................................................25
         5.19     Accounts Receivable.......................................25
         5.20     Customers.................................................26
         5.21     Full Disclosure...........................................26

ARTICLE VI
CERTAIN COVENANTS AND AGREEMENTS OF GUILDMASTER
         6.1      Affirmative Covenants.....................................26
         6.2      Negative Covenants........................................27
         6.3      Access and Information....................................28
         6.4      Update Disclosure; Breaches...............................29
         6.5      Tax Treatment.............................................29

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ARTICLE VII
CERTAIN COVENANTS AND AGREEMENTS OF DECORATE AND JBE
         7.1      Affirmative Covenants.....................................29
         7.2      Negative Covenants........................................30
         7.3      Access and Information....................................31
         7.4      Update Disclosure; Breaches...............................32
         7.5      Tax Treatment.............................................32

ARTICLE VIII
ADDITIONAL AGREEMENTS

         8.1      Brokers and Finders.......................................32
         8.2      Additional Agreements; Reasonable Efforts.................32
         8.3      Expenses .................................................33

ARTICLE IX
CONDITIONS PRECEDENT
         9.1      Conditions to Obligations of Decorate and JBE.............33
         9.2      Conditions to Obligations of GuildMaster and
                  GuildMaster Shareholders..................................34

ARTICLE X
TERMINATION
         10.1     Termination and Abandonment...............................35
         10.2     Effect of Termination.....................................36
         10.3     Extension Waiver..........................................36
         10.4     Specific Performance and Other Remedies...................36

ARTICLE XI
INDEMNIFICATION
         11.1     Indemnification by GuildMaster Shareholders...............36
         11.2     Indemnification by Decorate and JBE.......................37
         11.3     Indemnification Procedure.................................37
         11.4     Indemnification Limits....................................37

ARTICLE XII
GENERAL PROVISIONS
         12.1     Survival of Representations, Warranties and Agreements....38
         12.2     Notices ..................................................38
         12.3     Counterparts..............................................38
         12.4     Entire Agreement; No Third Party Beneficiaries............38

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         12.5     Amendment.................................................39
         12.6     Governing Law.............................................39
         12.7     Publicity.................................................39
         12.8     Assignment................................................39
         12.9     Knowledge of the Parties..................................39
         12.10    Confidentiality...........................................39

Exhibit "A"       Form of Articles of Merger
Exhibit "B"       Form of Promissory Note to Jon T. Baker
Exhibit "C"       Form of Employment Agreement of Jon Baker
Exhibit "D"       Form of Employment Agreement of James K. Parsons
Exhibit "E"       Form of Promissory Note to James K. Parsons

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                          AGREEMENT AND PLAN OF MERGER


         AGREEMENT AND PLAN OF MERGER  ("Agreement"),  made and entered into the
_______ day of May, 2001, by and among  Decorate,  Inc., a Missouri  corporation
("Decorate"),  JB Express,  Inc., a Missouri corporation  ("JBE"),  GuildMaster,
Inc., a Missouri  corporation  ("GuildMaster")  (all of said corporations  being
hereinafter  sometimes  referred to individually as a "Constituent  Corporation"
and collectively as the "Constituent Corporations"), and James K. Parsons, Ellen
L. Parsons and Jon T. Baker  (hereinafter  sometimes referred to collectively as
the "GuildMaster Shareholders").


                              W I T N E S S E T H:

         WHEREAS,  Decorate is a corporation  duly  organized and existing under
the laws of the State of  Missouri,  and has on the date  hereof  an  authorized
capital  consisting of 1,000,000  shares of common stock,  par value of $.01 per
share,  of which on the date hereof 315,000  shares are issued and  outstanding,
and which is the successor to Decorize.com, L.L.C., a Missouri limited liability
company (and all  references  to Decorate in this  Agreement  shall include both
Decorate, Inc. and Decorize.com, L.L.C.); and

         WHEREAS, JBE is the wholly owned subsidiary of Decorate, and has on the
date  hereof an  authorized  capital  stock  consisting  of 500 shares of common
stock,  par value  $.01 per  share,  of which on the date  hereof 500 shares are
issued and outstanding, and are held by Decorate; and

         WHEREAS, GuildMaster is a corporation duly organized and existing under
the laws of the State of  Missouri,  and has on the date  hereof  an  authorized
capital  consisting of 50,000  shares of common  stock,  par value of One Dollar
($1.00)  per share,  of which on the date  hereof  50,000  shares are issued and
outstanding, and which are held by the GuildMaster Shareholders; and

         WHEREAS,  the respective  Boards of Directors and  shareholders  of the
Constituent  Corporations  are of the opinion  that the merger  (the  "Merger"),
pursuant to this  Agreement,  of GuildMaster  with and into JBE on the terms and
conditions  contained  herein and in  accordance  with The General and  Business
Corporation  Law of Missouri  (the  "Missouri  Corporation  Law") is in the best
interests of the Constituent Corporations and their respective shareholders, and
therefore  have  approved  this  Agreement  and  the  Merger  on the  terms  and
conditions as set forth in this Agreement.  At the effective time of the Merger,
the  outstanding  shares of common stock of GuildMaster  held by the GuildMaster
Shareholders shall be converted into the right to receive shares of common stock
of Decorate,  promissory  notes of Decorate,  or a combination  thereof,  as set
forth in this Agreement.  As a result,  shareholders of GuildMaster shall become
shareholders of Decorate,  and JBE, as the wholly owned  subsidiary of Decorate,
shall continue to conduct,  under its corporate  charter,  the business formerly
conducted by GuildMaster.  The  transactions  contemplated in this Agreement are
subject  to the  satisfaction  of certain  other  conditions  described  in this
Agreement. It is the intention of the parties to this Agreement that the Merger,

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for federal income tax purposes,  shall qualify as a "reorganization" within the
meaning of Section 368(a) of the Internal  Revenue Code of 1986, as amended (the
"Code"); and

         WHEREAS, the GuildMaster  Shareholders and the Constituent Corporations
desire to make certain representations,  warranties and agreements in connection
with the Merger and to set forth the terms and conditions of the Merger;

         NOW,   THEREFORE,   in  consideration  of  the  above  and  the  mutual
warranties,  representations,  covenants,  and agreements set forth herein,  the
parties hereto agree as follows:

                                    ARTICLE I
                                   THE MERGER

         1.1 Merger.  Subject to the terms and  conditions of this Agreement and
the  Missouri  Corporation  Law, at the Closing Date (as  hereinafter  defined),
GuildMaster  shall be merged with and into JBE (the "Merger").  JBE shall be the
surviving  corporation  (hereinafter  sometimes  referred  to as the  "Surviving
Corporation")  resulting  from the Merger and shall  operate under its corporate
charter.  All of  the  property,  rights,  privileges,  leases  and  patents  of
GuildMaster  shall  be  transferred  to and  become  the  property  of JBE.  The
corporate  identity and existence of  GuildMaster,  separate and apart from JBE,
shall cease on consummation of the Merger.

         1.2 Closing. The closing of the Merger (the "Closing") shall take place
at the offices of Neale & Newman,  L.L.P.,  commencing at 9:00 a.m. (local time)
on a date (the "Closing Date") to be specified by the parties, which, unless all
parties  agree,   shall  be  no  later  than  the  business  day  following  the
satisfaction  or waiver of all  conditions to the  obligations of the parties to
consumate  the  transactions  contemplated  hereby (other than  conditions  with
respect to actions the  respective  parties will take at the Closing  itself) or
such other date as the parties may mutually determine.

         1.3  Effective  Time.  On or as soon as  practicable  after the Closing
Date,  articles of merger,  in the form as attached  hereto as Exhibit  "A", and
made a part hereof by this reference,  shall be prepared and filed in accordance
with the Missouri  Corporation  Law and the Merger  shall be effective  upon the
date of the issuance of a certificate of merger by the Secretary of State of the
State of Missouri (said date hereinafter  referred to as the "Effective Time" of
the Merger).

                                   ARTICLE II
                                 TERMS OF MERGER

         2.1 Corporate  Charter.  The articles of incorporation of JBE in effect
immediately  prior to the Effective Time shall be the articles of  incorporation
of the Surviving  Corporation unless otherwise amended or repealed.  The name of
the Surviving Corporation shall be JB Express, Inc.

         2.2  By-Laws.  The  By-Laws of JBE in effect  immediately  prior to the
Effective Time shall be the By-Laws of the Surviving Corporation until otherwise
amended or repealed.

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         2.3 Directors.  The directors of JBE in office immediately prior to the
Effective  Time shall serve as the directors of the Surviving  Corporation  from
and after the  Effective  Time in  accordance  with the By-Laws of the Surviving
Corporation.

         2.4 Officers.  The officers of JBE in office  immediately  prior to the
Effective  Time,  together  with such  additional  persons as may  hereafter  be
elected, shall serve as the officers of the Surviving Corporation from and after
the Effective Time in accordance with the By-Laws of the Surviving Corporation.

                                   ARTICLE III
                           MANNER OF CONVERTING SHARES

         3.1  Conversion of Shares.  As of the Effective  Time, by virtue of the
Merger and without any action on the part of a Constituent  Corporation,  or the
shareholders of a Constituent Corporation, but subject to adjustment as provided
herein,  the  shares of the  Constituent  Corporations  shall be  converted  and
exchanged as follows:

                  (a)  Each  share  of  common  stock  of  Decorate  issued  and
         outstanding immediately prior to the Effective Time shall remain issued
         and outstanding from and after the Effective Time.

                  (b) Each share of common  stock of JBE issued and  outstanding
         immediately  prior  to the  Effective  Time  shall  remain  issued  and
         outstanding from and after the Effective Time.

                  (c)  Each  share  of  GuildMaster   common  stock  issued  and
         outstanding  at the Effective Time shall cease to be  outstanding,  and
         shall be automatically  cancelled and retired and shall cease to exist,
         and shall be  converted  into and  exchanged  for the right to  receive
         common  stock  of  Decorate,  fully  paid  and  nonassessable,   and  a
         promissory note from Decorate, as follows:

                           (i) With  respect to 7,500  shares of common stock of
                  GuildMaster  held  by Jon  T.  Baker,  he  shall  receive  the
                  promissory  note of Decorate in the principal  amount of Three
                  Hundred  Seventy-Five   Thousand  Dollars  ($375,000.00)  (the
                  "Baker Note") (Fifty Dollars ($50.00) per share),  in the form
                  as attached  hereto as Exhibit  "B", and made a part hereof by
                  this reference; and

                           (ii) With  respect to the balance of shares of common
                  stock of GuildMaster held by Jon T. Baker, and with respect to
                  all  shares of common  stock of  GuildMaster  held by James K.
                  Parsons and Ellen L. Parsons,  said  GuildMaster  Shareholders
                  shall  receive  5.252  shares of common  stock of Decorate for
                  each such share of  GuildMaster  common  stock (the  "Exchange
                  Ratio").

         3.2 Adjustments to Exchange  Ratio.  In the event Decorate  changes the
number of shares of Decorate  common stock issued and  outstanding  prior to the
Effective  Time as a  result  of a  stock  split,  stock  dividend,  or  similar
recapitalization  with respect to such stock and the record date  therefore  (in

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the case of a stock  dividend) or the  effective  date thereof (in the case of a
stock  split  or  similar  recapitalization  for  which  a  record  date  is not
established)  shall be prior to the Effective  Time, the Exchange Ratio shall be
proportionately adjusted.

         3.3  Fractional  Shares.  Notwithstanding  any other  provision of this
Agreement,  each holder of shares of GuildMaster common stock exchanged pursuant
to the Merger who would  otherwise  be entitled to receive a fraction of a share
of Decorate common stock shall receive, in lieu thereof, cash (without interest)
in an amount equal to such fractional part of the share of Decorate common stock
multiplied  by the value of one share of Decorate  common stock at the Effective
Time. For purposes of this Agreement,  the value of one share of Decorate common
stock at the Effective Time shall be $9.52 (subject to adjustment as provided in
Section 3.2  hereof).  No such holder  shall be  entitled to  dividends,  voting
rights,  or any other  rights as a  shareholder  in  respect  of any  fractional
shares.

         3.4 Exchange  Procedures.  At the Closing,  Decorate shall deposit with
Husch  &  Eppenberger,  LLC  (the  "Exchange  Agent"),  for the  benefit  of the
GuildMaster  Shareholders,  the  Baker  Note,  the  cash  to be  paid in lieu of
fractional  shares,  and certificates  dated as of the Closing Date representing
the shares of Decorate common stock (the "Exchange  Fund") to be issued and paid
pursuant  to  Section  3.1  hereof in  exchange  for the  outstanding  shares of
GuildMaster  common  stock.  As of the Closing  Date,  Decorate  shall cause the
Exchange  Agent to  deliver  to each  GuildMaster  Shareholder  (i) a letter  of
transmittal  which will specify that delivery  shall be  effective,  and risk of
loss and title to the GuildMaster certificates shall pass, only upon delivery of
the  GuildMaster  certificates  to the Exchange Agent and which shall be in such
form and have such other  provisions as GuildMaster  and Decorate may reasonably
specify,  and (ii)  instructions  for use in  effectuating  the surrender of the
GuildMaster  certificates in exchange for  certificates  representing  shares of
Decorate common stock,  cash to be paid in lieu of any fractional share, and the
Baker  Note.   Upon  surrender  of  a  GuildMaster   Shareholder's   GuildMaster
certificate or certificates for cancellation to the Exchange Agent together with
such  letter of  transmittal,  duly  executed,  the  holder of such  GuildMaster
certificate(s)  shall be entitled to receive in exchange therefore,  immediately
following said surrender,  (1) a certificate  representing the applicable number
of whole shares of Decorate common stock, and (2) immediately available funds in
the  amount of the cash to be paid in lieu of a  fractional  share,  and (3) the
Baker Note, and the GuildMaster certificate(s) so surrendered shall forthwith be
cancelled.

         3.5 Rights of Former GuildMaster  Shareholders.  At the Effective Time,
the  stock  transfer  books of  GuildMaster  shall be closed  as to  holders  of
GuildMaster common stock immediately prior to the Effective Time and no transfer
of  GuildMaster  common  stock by any such holder  shall  thereafter  be made or
recognized.  Until  surrendered in exchange in accordance with the provisions of
Section  3.4  hereof,  each  certificate  theretofore   representing  shares  of
GuildMaster  common stock shall from and after the Effective  Time represent for
all purposes only the right to receive the consideration provided in Section 3.1
hereof in exchange therefore.

         3.6 Termination of Exchange Fund. Any portion of the Exchange Fund that
remains  unclaimed by the GuildMaster  Shareholders for twelve (12) months after
the Closing Date shall be paid to Decorate.  Any shareholders of GuildMaster who
have not theretofore  complied with this Article III shall  thereafter look only

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to Decorate for payment of their shares of Decorate common stock, the Baker Note
and cash in lieu of any fractional  share of Decorate common stock,  without any
interest thereon.  Notwithstanding the foregoing, neither the Exchange Agent nor
Decorate  shall be liable to any former holder of shares of  GuildMaster  common
stock for any amount  properly  delivered to a public  official  pursuant to any
applicable abandoned property, escheat or similar laws.

         3.7  Lost or  Destroyed  Certificates.  In the  event  any  GuildMaster
certificate  shall have been lost,  stolen or  destroyed,  upon the making of an
affidavit of that fact by the person claiming such GuildMaster certificate to be
lost,  stolen or destroyed and, if required by the Exchange Agent, the execution
and  delivery of an  indemnity  agreement  whereby  said  person  shall agree to
indemnify  the Exchange  Agent and  Decorate  against any claim that may be made
against it with respect to such GuildMaster certificate, the Exchange Agent will
issue in exchange for such lost, stolen or destroyed GuildMaster certificate the
shares  of  Decorate  common  stock  and  other  consideration  in an  amount as
determined in accordance with Section 3.1 hereof, deliverable in respect thereof
pursuant to this Agreement.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF GUILDMASTER
                          AND GUILDMASTER SHAREHOLDERS

         GuildMaster  and  the  GuildMaster   Shareholders  hereby  jointly  and
severally represent and warrant to Decorate and JBE as follows:

         4.1  Organization,  Standing,  and Power.  GuildMaster is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
State of Missouri,  and has all requisite  corporate power and authority to own,
lease and  operate  its  properties  and to carry on its  business  as now being
conducted.  Copies of the articles of incorporation  and by-laws of GuildMaster,
as certified by the secretary of GuildMaster,  have heretofore been delivered to
Decorate,  and are  complete  and  correct  as of the  date  of this  Agreement.
GuildMaster is duly qualified to transact business, and is in good standing as a
foreign  corporation in each jurisdiction  where the character of its activities
requires  such  qualification,  except where the failure to so qualify would not
have a material  adverse effect on the business,  assets,  financial  condition,
results  of  operations  or  prospects  of  GuildMaster  taken  as  a  whole  (a
"GuildMaster Material adverse Effect").

         4.2 Subsidiaries. GuildMaster has no subsidiaries.

         4.3 Capital Structure.

                  (a) As of the date hereof,  the  authorized  capital  stock of
         GuildMaster  consists of 50,000 shares of common  stock,  par value One
         Dollar ($1.00) per share.

                  (b) As of the date  hereof,  50,000  shares of common stock of
         GuildMaster are issued and  outstanding,  and no shares of common stock
         are held in  treasury.  All shares of common stock of  GuildMaster  are
         held by the GuildMaster Shareholders.

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<PAGE>

                  (c) Except as set forth in the GuildMaster  Disclosure  Letter
         (which is a letter  delivered by GuildMaster  to Decorate  concurrently
         with this Agreement, and which identifies,  as to each matter disclosed
         therein, the Section of this Agreement to which the matter relates), as
         of the date hereof,  GuildMaster has not issued any outstanding  bonds,
         debentures,  notes or other  indebtedness  having the right to vote (or
         convertible into securities having the right to vote) on any matters on
         which  shareholders may vote ("Voting Debt"). All outstanding shares of
         GuildMaster   capital  stock  are  validly   issued,   fully  paid  and
         non-assessable  and  not  subject  to or  issued  in  violation  of any
         preemptive rights, and there are no options,  warrants,  calls, rights,
         or  agreements of any character  whatsoever to which  GuildMaster  is a
         party or by which it is bound obligating  GuildMaster to issue, deliver
         or sell, or cause to be issued, delivered or sold, additional shares of
         its capital  stock or Voting Debt or obligating  GuildMaster  to grant,
         extend  or  enter  into any  such  option,  warrant,  call,  right,  or
         agreement.  Immediately  after the  Effective  Time,  there  will be no
         option,  warrant,  call, right or agreement  obligating  GuildMaster to
         issue,  deliver or sell, or cause to be issued,  delivered or sold, any
         shares of its capital stock or Voting Debt or obligating GuildMaster to
         grant,  extend or enter into any such option,  warrant,  call, right or
         agreement.

                  (d)  GuildMaster  has not  purchased,  redeemed,  cancelled or
         otherwise  acquired any of its capital  stock or Voting Debt during the
         two (2) years preceding the date hereof,  and there are no obligations,
         contingent  or  otherwise,  of  GuildMaster  to  repurchase,  redeem or
         otherwise acquire any shares of its capital stock or Voting Debt.

         4.4 Authority.

                  (a)  GuildMaster   has  all  requisite   corporate  power  and
         authority  necessary  to execute,  deliver and perform its  obligations
         under this  Agreement and to consummate the  transactions  contemplated
         hereby. The execution, delivery, and performance of this Agreement, and
         the consummation of the transactions contemplated herein, including the
         Merger,  have  been  duly  and  validly  authorized  by  all  necessary
         corporate  action in respect thereof on the part of  GuildMaster.  This
         Agreement  has been duly  executed and  delivered by  GuildMaster,  and
         constitutes  a valid and  binding  obligation  of  GuildMaster  and the
         GuildMaster  Shareholders  enforceable  in  accordance  with its terms,
         subject to compliance  with the provisions of the Missouri  Corporation
         Law.

                  (b) The execution and delivery of this Agreement does not, and
         the consummation of the  transactions  contemplated  herein,  will not,
         conflict  with,  or result in any  violation  of, or  default  (with or
         without  notice  or lapse of time,  or both)  under,  or give rise to a
         right of termination, cancellation or acceleration of any obligation or
         the  loss of a  benefit  under,  or the  creation  of a  lien,  pledge,
         security  interest or other  encumbrance  on assets (any such conflict,
         violation, default, right of termination,  cancellation or acceleration
         loss or creation, a "Violation"), pursuant to the provisions of (i) the
         articles of incorporation  or by-laws of GuildMaster,  or (ii) any loan
         or credit agreement,  note,  mortgage,  indenture,  lease,  GuildMaster
         Benefit Plan (as hereinafter  defined) or other agreement,  obligation,
         instrument,   permit,  franchise,  license,  judgment,  order,  decree,

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<PAGE>

         statute, law, ordinance,  rule or regulation applicable to GuildMaster,
         or its properties or assets,  which  Violation would have a GuildMaster
         Material Adverse Effect.

                  (c) Other than in connection  with or in  compliance  with the
         provisions  of  the  Missouri  Corporation  Law  or as  listed  in  the
         GuildMaster   Disclosure  Letter,  no  consent,   approval,   order  or
         authorization  of, or  registration,  declaration  or filing with,  any
         governmental  entity  or  other  person  is  required  on the  part  of
         GuildMaster  in  connection  with the  execution  and  delivery of this
         Agreement  or the  consummation  by  GuildMaster  of  the  transactions
         contemplated hereby.

         4.5 Financial Statements.

                  (a) The statement of financial  condition of GuildMaster as of
         December 31, 2000, and the related statements of income,  cash flow and
         shareholder's  equity  for the period  ending  December  31,  2000 (the
         "GuildMaster   Latest  Statement  Date"),  in  the  form  prepared  for
         GuildMaster's  internal  use,  copies  which  have  been  furnished  by
         GuildMaster  to Decorate,  and the statement of financial  condition of
         GuildMaster,  as of March  31,  2001,  and the  related  statements  of
         income,  cash flow and  shareholder's  equity  for the three (3) months
         then ended, in the form prepared for GuildMaster's internal use, copies
         of which have been furnished by  GuildMaster to Decorate  (collectively
         the  "GuildMaster   Financial   Statements")   have  been  prepared  in
         accordance with generally accepted accounting principles as utilized in
         the  GuildMaster  Financial  Statements  applied on a consistent  basis
         (except  as may be  indicated  therein  or in the notes  thereto),  and
         present fairly the financial position of GuildMaster,  at the dates and
         results of operations,  changes in shareholder's  equity and cash flows
         for the periods stated therein.  In the case of interim fiscal periods,
         all adjustments,  consisting only of normal  reoccurring  items,  which
         management of GuildMaster believes necessary for a fair presentation of
         such financial  information,  have been made, none of which will have a
         GuildMaster Material Adverse Effect.

                  (b) Except as and to the extent set forth in the  statement of
         financial  condition of  GuildMaster  as of March 31,  2001,  or in the
         notes  thereto,  GuildMaster  has no  liabilities or obligations of any
         nature (whether accrued, absolute,  contingent or otherwise) that would
         be required to be reflected on a statement of financial  condition,  or
         in the notes thereto,  prepared in accordance  with generally  accepted
         accounting  principles,  except for liabilities or obligations incurred
         in the  ordinary  course  of  business  since  the  GuildMaster  Latest
         Statement Date that would not, individually or in the aggregate, have a
         GuildMaster  Material  Adverse  Effect.  Except  as  set  forth  in the
         GuildMaster  Disclosure  Letter,  GuildMaster  has  no  liabilities  or
         obligations of any nature  (whether  accrued,  absolute,  contingent or
         otherwise) that are not required to be reflected on a balance sheet, or
         in the notes thereto,  except for  liabilities  or obligations  that do
         not,  individually  or in the  aggregate,  have a GuildMaster  Material
         Adverse Effect.

                                       7
<PAGE>

         4.6 Authorizations; Compliance With Applicable Laws.

                  (a) GuildMaster holds all authorizations,  permits,  licenses,
         variances,   exemptions,  orders  and  approvals  of  all  governmental
         entities  which are material to the  operations  of its  business  (the
         "GuildMaster Permits").  All such GuildMaster Permits are in full force
         and effect as of the Closing  Date,  and  GuildMaster  is in compliance
         with the terms of the GuildMaster Permits,  except where the failure to
         so comply  could  not  reasonably  be  expected  to have a  GuildMaster
         Material  Adverse  Effect.  Except  as  disclosed  in  the  GuildMaster
         Disclosure  Letter,  the business of GuildMaster is not now and has not
         been, conducted in violation of any domestic (federal,  state or local)
         law,  statute,  ordinance  or  regulation  of any  governmental  entity
         (collectively "Laws") except for possible violations which individually
         or in the aggregate do not and,  insofar as reasonably can be foreseen,
         in the future will not, have a  GuildMaster  Material  Adverse  Effect.
         Except as set forth in the  GuildMaster  Disclosure  Letter,  as of the
         date hereof, no investigation or review by any governmental entity with
         respect to GuildMaster is pending or, to the knowledge of  GuildMaster,
         threatened,  nor has any governmental  entity indicated an intention to
         conduct the same.

                  (b) The GuildMaster  Disclosure  Letter identifies each parcel
         of real  estate  currently  owned,  leased or  otherwise  possessed  or
         controlled by GuildMaster on the date of this Agreement  (collectively,
         the  "GuildMaster  Property").  Except as set forth in the  GuildMaster
         Disclosure  Letter,  to  the  knowledge  of  GuildMaster,  none  of the
         GuildMaster  Property  owned or  leased by  GuildMaster  for use in the
         operation  of its business is in  violation  of any  applicable  zoning
         ordinance or other law, regulation or requirement relating to operation
         of any  properties  used,  including,  without  limitation,  applicable
         federal,  state and local laws,  rules and regulations  relating to the
         environment  or  to  human  health  and  safety   associated  with  the
         environment (collectively  "Environmental Laws"), other than violations
         that, in the aggregate,  would not have a GuildMaster  Material Adverse
         Effect;  and  GuildMaster  has not  received  any  notice  of any  such
         violation, or the existence of any condemnation proceeding with respect
         to any  GuildMaster  Property.  Except as set forth in the  GuildMaster
         Disclosure Letter, to the knowledge of GuildMaster, no Toxic Substances
         (as defined  below) have been deposited or disposed in, on or under any
         GuildMaster  Property during the period in which GuildMaster has owned,
         occupied,  managed,  controlled or operated such properties,  except to
         the extent the same would not have a Material Adverse Effect. Except as
         set forth in the Disclosure  Letter,  to  GuildMaster's  knowledge,  no
         portion  of the  GuildMaster  Property  has ever been used as a dump or
         gasoline  service  station  by  any  person,   including  past  owners,
         occupants  and  operators  of  such  properties.  To the  knowledge  of
         GuildMaster,  there are no  underground  or  aboveground  storage tanks
         (whether or not  currently in use) located on or under the  GuildMaster
         Property, and no underground tank previously located on the GuildMaster
         Property has been removed  therefrom.  To the knowledge of GuildMaster,
         there  are no  conditions  or  circumstances  in  connection  with  the
         GuildMaster  Property that could reasonably be anticipated to (i) cause
         any  GuildMaster   Property  to  be  subject  to  any  restrictions  on
         ownership,  occupancy,  use or  transferability  under  any  applicable
         Environmental  laws,  or  (ii)  materially  reduce  the  value  of  any

                                       8
<PAGE>

         GuildMaster Property. To the knowledge of GuildMaster,  GuildMaster has
         not been  identified  as a  potentially  responsible  party in a matter
         arising under any  Environmental  Laws. For purposes of this Agreement,
         (1)  "Toxic   Substances"  shall  mean  petroleum  or  petroleum  based
         substance or waste, solid waste, PCBs,  pesticides,  herbicides,  lead,
         radioactive  materials,  asbestos  or  asbestos  containing  materials,
         ureaformaldehyde foam installation, or substances defined as "hazardous
         substances" or "toxic  substances" in any  Environmental  Laws, and (2)
         materials  will be  considered  to be  deposited  or disposed in, on or
         under any real property if such  materials  have been stored,  treated,
         recycled,  used or accidentally  or  intentionally  spilled,  released,
         dumped, emitted, or otherwise placed, deposited or disposed of, or used
         in any construction, in, on or under such property.

         4.7  Litigation  and Claims.  Except as  disclosed  in the  GuildMaster
Disclosure Letter:

                  (a) GuildMaster is not subject to any continuing  order of, or
         written agreement or memorandum or understanding  with any governmental
         entity, or any judgment,  order, writ,  injunction,  decree or award of
         any governmental entity or arbitrator; and

                  (b)  There  is no  action,  suit,  litigation,  proceeding  or
         arbitration  against or affecting  GuildMaster,  or to the knowledge of
         GuildMaster or the GuildMaster Shareholders,  any directors,  officers,
         employees or agents of GuildMaster (in their  respective  capacities as
         directors,  officers, employees or agents) pending or, to the knowledge
         of  GuildMaster  or the  GuildMaster  Shareholders,  threatened,  which
         would, if adversely  determined,  have a GuildMaster  Material  Adverse
         Effect  or,  to  the  knowledge  of  GuildMaster  or  the   GuildMaster
         Shareholders, any basis therefore.

         4.8 Taxes.  GuildMaster has filed all tax returns  required to be filed
by it, all such  returns  are true and  correct  in all  material  respects  and
reflect all amounts due with respect to the periods  indicated,  and GuildMaster
has  paid or has set up an  adequate  reserve  for the  payment  of,  all  taxes
required  to be paid as  shown  on  such  returns,  except  to the  extent  such
nonpayment  did  not  result  in a  GuildMaster  Material  Adverse  Effect.  The
GuildMaster  Disclosure Letter sets forth, as of the date hereof,  the following
information with respect to GuildMaster:

                  (a) Whether  there is an  examination  pending by the Internal
         Revenue Service ("IRS") with respect to GuildMaster and, if so, the tax
         years involved,

                  (b) Whether GuildMaster has executed or filed with the IRS any
         agreement which is still in effect  extending the period for assessment
         and  collection of any federal tax, and if so, the tax years covered by
         such agreement and the expiration of such extension, and

                  (c) Whether  there are any  existing  material  disputes as to
         state or local taxes.

                  There are no liens for taxes upon the  assets of  GuildMaster,
         except for statutory liens for taxes not yet delinquent or the validity
         of which is being  contested in good faith by  appropriate  proceedings
         and, in either  case,  only if  adequate  reserves  therefor  have been

                                       9
<PAGE>

         established  on  GuildMaster's   books  in  accordance  with  generally
         accepted accounting principles.  Except as disclosed in the GuildMaster
         Disclosure  Letter,  GuildMaster  is  not a  party  to  any  action  or
         proceeding by any governmental  authority for assessment and collection
         of taxes,  and no claim for assessment and collection of taxes has been
         asserted  against it. For  purposes of this  Agreement,  the term "tax"
         shall include all federal, state and local income, profits,  franchise,
         gross receipts,  payroll,  sales,  employment,  use,  personal and real
         property, withholding, excise and other taxes, duties or assessments of
         any  nature  whatsoever,  together  with all  interest,  penalties  and
         additions  imposed  with  respect  to  such  amounts.  GuildMaster  has
         withheld  from  its  employees  (and  timely  paid  to the  appropriate
         governmental  agency)  amounts  which are  proper and  accurate  in all
         material  respects for all periods  through the date hereof in material
         compliance with all tax withholding  provisions of applicable  federal,
         state and local laws (including,  without  limitation,  income,  social
         security and employment tax withholding for all types of compensation).

         4.9  Certain  Agreements.   Except  as  disclosed  in  the  GuildMaster
Disclosure Letter, and except for this Agreement,  GuildMaster is not a party to
any oral or written (i)  consulting or employment  agreement or other  agreement
providing any term of employment,  compensation guarantee, or severance benefit,
(ii)  union  or  collective  bargaining  agreement,  (iii)  agreement  or  plan,
including any stock option plan, stock appreciation right plan, restricted stock
option or stock  purchase  plan, any of the benefits of which will be increased,
or the vesting of the benefits of which will be  accelerated,  by the occurrence
of any of the transactions contemplated by this Agreement or the value of any of
the  benefits  of which  will be  calculated  on the  basis of the  transactions
contemplated by this Agreement,  (iv) contract,  agreement or  understanding  to
repurchase assets  previously sold (or to indemnify or otherwise  compensate the
purchaser in respect of such assets) (other than  contracts  entered into in the
ordinary course of business,), (v) contract containing covenants which limit the
liability of  GuildMaster  to compete in any line of business or with any person
or which involve any restriction of the geographical area in which, or method by
which,  GuildMaster may carry on its business,  (vi) any contract,  agreement or
other instrument or undertaking  which is not terminable by GuildMaster  without
additional  payment or penalty within sixty (60) days and obligates  GuildMaster
for  payments or other  consideration  for a value in excess of  $10,000.00,  or
(vii) other executory material agreement. Except as set forth in the GuildMaster
Disclosure  Letter,  GuildMaster  is not in  Violation  of any  loan  or  credit
agreement,  note,  mortgage,   indenture  or  other  agreement,   obligation  or
instrument applicable to GuildMaster or its properties or assets, except for any
such  Violations  that  would  not,  individually  or in the  aggregate,  have a
GuildMaster Material Adverse Effect, and neither GuildMaster nor the GuildMaster
Shareholders  have  knowledge  of (i) events  that with notice or the passage of
time would constitute a Violation, (ii) a Violation of any third party, or (iii)
intent of any third party to terminate.

         4.10 Benefit Plans.

                  (a) The GuildMaster  Disclosure Letter lists (i) each employee
         bonus,  incentive,   deferred  compensation,   stock  purchase,   stock
         appreciation  right,  stock  option,  fringe  benefit and severance pay
         plan, (ii) each pension,  profit sharing,  stock bonus, thrift, savings
         and  employee  stock  ownership  plan,  (iii)  each  health,   welfare,

                                       10
<PAGE>

         disability,  vacation,  leave,  perquisite or executive plan,  program,
         policy or practice,  and (iv) every other employee benefit plan (within
         the meaning of Section 3(3) of the Employee  Retirement Income Security
         Act of 1974, as amended ("ERISA"))  (collectively  "GuildMaster Benefit
         Plans"),   which   GuildMaster   maintains  or  to  which   GuildMaster
         contributes  on  behalf  of  current  or  former  employees.  Except as
         disclosed in the  GuildMaster  Disclosure  Letter,  to the knowledge of
         GuildMaster,  all  of  the  GuildMaster  Benefit  Plans  listed  in the
         GuildMaster  Disclosure Letter comply with all applicable  requirements
         of the Internal Revenue Code,  ERISA and all other  applicable  federal
         and state laws and  regulations,  including,  without  limitation,  the
         reporting and disclosure requirements of ERISA. Each of the GuildMaster
         Benefit Plans that is intended to be a pension,  profit sharing,  stock
         bonus,  thrift or savings plan that is qualified  under Code ss.401(a),
         has been determined by the IRS to so qualify under Code ss.401(a), and,
         except  as  disclosed  in the  GuildMaster  Disclosure  Letter,  to the
         knowledge  of  GuildMaster,  there exists no  circumstances  that would
         adversely affect the qualified  status of any GuildMaster  Benefit Plan
         under that Section.  Except as set forth in the GuildMaster  Disclosure
         Letter,  there is no  pending  or,  to the  knowledge  of  GuildMaster,
         threatened litigation, governmental proceeding or investigation against
         or relating to any  GuildMaster  Benefit Plan,  and to the knowledge of
         GuildMaster there is no reasonable basis for any material  proceedings,
         claims,  actions or proceedings  against  GuildMaster,  any GuildMaster
         Benefit Plan, or any fiduciary of any GuildMaster  Benefit Plan. Except
         as set forth in the GuildMaster  Disclosure Letter, neither GuildMaster
         nor any party in  interest  (as  defined in Section  3(14) of ERISA and
         Code  ss.4975(e))  nor any  GuildMaster  Benefit  Plan has engaged in a
         "prohibited  transaction"  (as defined in Section 406 of ERISA and Code
         ss.4975(c))  since the date on which said Sections became applicable to
         such Plan, and no GuildMaster Benefit Plan has engaged in a transaction
         involving the purchase or sale of employer securities by such Plan from
         or to a  "disqualified  person"  (within the meaning of Code  ss.4975),
         other than pursuant to an exemption  provided therein.  All GuildMaster
         Benefit Plans that are group health  plans,  within the meaning of Code
         ss.4980B  or  Section  601 of ERISA,  have been  operated  in  material
         compliance   with  the  group   health   plan   continuation   coverage
         requirements  of Code  ss.4980B  and Section 601 of ERISA to the extent
         such requirements are applicable.

                  (b) There has been no amendment to, written interpretation of,
         or announcement  (whether or not written) relating to, or any change in
         employee  participation or coverage under, any GuildMaster Benefit Plan
         that is not  reflected  in the text of such  GuildMaster  Benefit  Plan
         which  would  materially  increase  the  expense  (whether  or not such
         expense is recognized under generally accepted  accounting  principles)
         to the employer whose employees are covered by such GuildMaster Benefit
         Plan. Except as expressly  provided by applicable law or the terms of a
         GuildMaster  Benefit Plan,  no condition  exists that would prevent the
         amendment or termination of any  GuildMaster  Benefit Plan with respect
         to any employee.

                  (c)  GuildMaster  has delivered to Decorate copies of (i) each
         GuildMaster  Benefit  Plan or if no plan  document  exists,  a  written
         summary of the  material  terms  thereof,  (ii)  current  summary  plan
         descriptions  of each  GuildMaster  Benefit  Plan  for  which  they are
         required,  (iii)  each  trust  agreement,  insurance  policy  or  other

                                       11
<PAGE>

         instrument  relating to the funding of any  GuildMaster  Benefit  Plan,
         (iv) the most recent Annual Reports (Form 5500 Series) and accompanying
         schedules  filed with the IRS or the United States  Department of Labor
         with  respect  to each  GuildMaster  Benefit  Plan for  which  they are
         required,  (v) the most recent  determination  letter issued by the IRS
         with  respect to each  GuildMaster  Benefit  Plan that is  intended  to
         qualify  under Code ss.401,  (vi) the most recent  available  financial
         statements for each GuildMaster Benefit Plan that has assets, and (vii)
         the most  recent  audited  financial  statements  for each  GuildMaster
         Benefit Plan for which  audited  financial  statements  are required by
         ERISA.

                  (d) The GuildMaster Disclosure Letter describes any obligation
         that GuildMaster has to provide health and welfare benefits to retirees
         or other  former  employees  or their  dependents  (other  than  rights
         arising solely under Section 601 of ERISA or Code  ss.4980B)  including
         information  as to the number of retirees,  other former  employees and
         dependents entitled to such coverage and their ages.

         4.11 Insurance.  GuildMaster is presently  insured,  and during each of
the past five  calendar  years has been  insured,  for  reasonable  amounts with
financially  sound and reputable  insurance  companies against such risks as, to
the knowledge of GuildMaster,  companies  engaged in the similar business would,
in accordance with good business practice,  customarily be insured.  GuildMaster
does not have any liability for material unpaid premiums or premium  adjustments
not properly reflected on the GuildMaster  Financial Statements and no notice of
cancellation or termination has been received by GuildMaster with respect to any
material  insurance  policy  currently  in effect.  Within the last five  years,
except as disclosed in the GuildMaster  Disclosure  Letter,  GuildMaster has not
been refused any insurance with respect to any assets or operations, nor has any
coverage been limited in any material respect as to any assets or operations, by
any  insurance  carrier to which it has applied for any such  insurance  or with
which it has carried insurance during the last five years.

         4.12 Absence of Certain  Changes or Events.  Except as disclosed in the
GuildMaster  Disclosure  Letter,  and except as  contemplated by this Agreement,
from and after January 1, 2001 through the date of this Agreement:

                  (a)  GuildMaster  has carried on its  business in the ordinary
         and usual course consistent with past practices;

                  (b) GuildMaster has not amended its articles of incorporation;

                  (c)  GuildMaster  has not  issued  or sold any of its  capital
         stock,  or issued or sold any  corporate  debt  securities or otherwise
         incurred  debt  which  would be  classified  as long  term  debt on its
         balance sheet;

                  (d) GuildMaster has not granted any option for the purchase of
         its capital stock,  effected any stock split, or otherwise  changed its
         capitalization;

                                       12
<PAGE>

                  (e)  GuildMaster  has  not  declared,  set  aside,  or  paid a
         dividend or other  distribution  in respect of its capital  stock,  or,
         directly or  indirectly,  redeemed  or  otherwise  acquired  any of its
         capital stock;

                  (f) GuildMaster has not (i) incurred any material  obligations
         or  liability   (absolute  or   contingent),   except   obligations  or
         liabilities  incurred  in the  ordinary  course  of  business,  or (ii)
         mortgaged,  pledged,  or subjected to lien, claim,  security  interest,
         charge, encumbrance or restriction any of its assets or properties;

                  (g)  GuildMaster  has not discharged or set aside any material
         lien, mortgage, pledge, claim, security interest, charge,  encumbrance,
         or restriction or paid any material  obligation or liability  (absolute
         or contingent), other than in the ordinary course of business;

                  (h) GuildMaster has not sold, assigned,  transferred,  leased,
         exchanged,  or otherwise disposed of, other than in the ordinary course
         of business, any of its properties or assets;

                  (i) GuildMaster has not increased the rate of compensation of,
         or paid any bonus to, any of its directors or officers, except merit or
         promotion  increases in accordance with existing  policy;  entered into
         any  new,  or  amended  or  supplemented   any  existing,   employment,
         management,  consulting,  deferred  compensation,  severance,  or other
         similar contract not heretofore  provided to Decorate and JBE; adopted,
         entered into,  terminated,  amended or modified any GuildMaster Benefit
         Plan in respect of any of its present or former directors,  officers or
         other employees; or agreed to any of the foregoing;

                  (j)  GuildMaster   has  not  suffered  any  material   damage,
         destruction  or loss as a result  of fire,  accident,  casualty,  labor
         trouble,  or taking of property by any  government or any agency of any
         government,  flood, or other similar or dissimilar casualty or event or
         otherwise, and whether or not covered by insurance;

                  (k)  GuildMaster  has not cancelled or compromised any debt to
         the extent  exceeding  $10,000.00  owed to  GuildMaster  or claim to an
         extent exceeding $10,000.00 asserted by GuildMaster;

                  (l) GuildMaster has not entered,  or agreed to enter, into any
         agreement  or  arrangement  granting  any  right  of  refusal  or other
         preferential  right to purchase any of its material assets,  properties
         or rights or  requiring  the  consent of any party to the  transfer  or
         assignment of any such material assets, properties or rights;

                  (m)  There  has not been any  other  transaction,  commitment,
         dispute or other event or condition of any character (whether or not in
         the  ordinary  course of  business)  individually  or in the  aggregate
         having or which,  insofar as reasonably can be foreseen,  in the future
         is reasonably  likely to have, a GuildMaster  Material  Adverse Effect;
         and

                                       13
<PAGE>

                  (n) There has not been any change in the method of  accounting
         or accounting  practices of  GuildMaster,  except as may be required by
         generally accepted  accounting  principles.  Except as set forth in the
         GuildMaster  Disclosure  Letter,  GuildMaster  has no  knowledge of the
         announced or anticipated  resignation  of any executive  officer or key
         employee  of  GuildMaster.  From  and  after  the  date  of the  latest
         GuildMaster Financial Statement, through the date of this Agreement, no
         customers of GuildMaster  have indicated to GuildMaster  that they will
         stop or decrease the rate of business done with GuildMaster (except for
         changes in the ordinary course of business) such as to, individually or
         in the aggregate, have a GuildMaster Material Adverse Effect.

         4.13  Properties,  Leases  and Other  Agreements.  Except (i) as may be
reflected in the GuildMaster Financial Statements, (ii) for any lien for current
taxes not yet delinquent,  and (iii) for such other liens,  security  interests,
claims,  charges,  options or other encumbrances or imperfections of title which
do not materially affect the value of personal or real property reflected in the
GuildMaster  Financial  Statements or acquired  since the date of such Financial
Statements and which do not materially  interfere with or impair the present and
continued use of such property,  GuildMaster  has good title,  free and clear of
any liens, security interests,  claims, charges,  options or other encumbrances,
to all of the personal and real property reflected in the GuildMaster  Financial
Statements,  and all real and personal  property acquired since the date of such
Statements,  except such real and personal  property as has been  disposed of in
the ordinary  course of business.  The GuildMaster  Disclosure  Letter lists all
acquisitions  or  dispositions  of capital assets planned as of the date of this
Agreement by GuildMaster, other than individual transactions with a value not in
excess of $10,000.00  each.  Substantially  all of  GuildMaster's  buildings and
equipment in regular use (including  such buildings and equipment as are leased)
have been well maintained and are in good and serviceable condition,  reasonable
wear and tear  excepted.  The  GuildMaster  Disclosure  Letter  contains a brief
description,  including  terms,  of each lease for real or personal  property to
which GuildMaster is a party.  GuildMaster,  as lessee, has a valid and existing
leasehold  interest under each of such leases,  true and correct copies of which
GuildMaster  has delivered to Decorate and JBE.  There is not, under any of such
leases  relating to real  property or any other  material  leases,  any material
existing default by GuildMaster,  or, to the knowledge of GuildMaster, any other
party  thereto,  or any  event  with  notice  or  lapse  of time  or both  would
constitute such a material  default.  GuildMaster  owns, or has the right to use
pursuant  to a valid and  enforceable  lease,  license  or  similar  contractual
arrangement,  all of the  assets  (tangible  and  intangible)  that  are used or
required for use in the operation of the business as currently conducted.

         4.14 Patents,  Trademarks and Trade Names.  The GuildMaster  Disclosure
Letter sets forth a correct and complete  list of (i) all  patents,  trademarks,
trade names and registered copyrights owned by GuildMaster which are material to
its  business  taken  as a whole  (collectively,  the  "GuildMaster  Proprietary
Intellectual  Property")  and  (ii)  all  patents,   trademarks,   trade  names,
copyrights,  technology  and processes used by GuildMaster in its business which
are material to its business taken as a whole and are used pursuant to a license
or other right granted by a third party (collectively the "GuildMaster  Licensed
Intellectual   Property",   and  together  with  the   GuildMaster   Proprietary
Intellectual  Property  herein  referred  to as  the  "GuildMaster  Intellectual
Property").  GuildMaster  owns or has the  right to use  pursuant  to valid  and
effective   agreements,   all  GuildMaster   Intellectual   Property,   and  the
consummation of the  transactions  contemplated  hereby will not alter or impair

                                       14
<PAGE>

any such rights. No claims are pending or, to the best knowledge of GuildMaster,
threatened  against  GuildMaster  by any person  with  respect to the use of any
GuildMaster  Intellectual Property or challenging or questioning the validity or
effectiveness of any license or agreement  relating to the same. The current use
by GuildMaster of the GuildMaster Intellectual Property does not infringe on the
rights of any person, except for such infringements which in the aggregate could
not reasonably be expected to have a material adverse effect upon  GuildMaster's
ownership or use of the GuildMaster  Intellectual Property. There are no pending
claims or charges brought by GuildMaster  against any person with respect to the
use of any  GuildMaster  Intellectual  Property  or  the  enforcement  of any of
GuildMaster's rights relating to the GuildMaster Intellectual Property.

         4.15 Votes Required. The execution of this Agreement by the GuildMaster
Shareholders is the only vote of the holders of any class of GuildMaster capital
stock  necessary to approve this  Agreement  and the  transactions  contemplated
hereby.

         4.16 Tax  Matters.  GuildMaster,  to its  knowledge,  has not  taken or
agreed to take any action which would prevent the Merger from  qualifying as one
or more reorganizations under Codess.368(a)(1).

         4.17 Investment  Purpose.  The GuildMaster  Shareholders  are acquiring
shares of Decorate for their own account for  investment and without any view to
any distribution thereof. The GuildMaster Shareholders understand that they must
bear the  economic  risk of  their  investment  in the  Decorate  shares  for an
indefinite  period  of time as the  shares  cannot be sold  unless  subsequently
registered  under  applicable  securities  laws or unless an exemption from such
registration  is  available.   The  GuildMaster   Shareholders  have  sufficient
knowledge and  experience in financial and business  matters so as to be capable
of evaluating the merits and risks of their investment in Decorate common stock,
and are capable of bearing the economic risks of such investment. At Closing the
GuildMaster  Shareholders shall execute and deliver investment letters in a form
acceptable to Decorate.

         4.18  Condition  of Assets.  The  improvements,  equipment,  furniture,
fixtures,  inventory and tangible  personal  property  owned,  leased or held by
GuildMaster  for use in its business and operations are in the aggregate in such
condition and repair as are consistent  with and suitable for their present uses
and there are no defects in of the assets used in the business and operations of
GuildMaster  which  individually  or in  the  aggregate  would  have,  or  could
reasonably be expected to have, a GuildMaster Material Adverse Effect.

         4.19 Inventory. All inventories of GuildMaster are of good, useable and
merchantable  quality in all material  respects and,  except as set forth in the
GuildMaster  Disclosure  Letter, do not include obsolete or discontinued  items.
All inventories  that are finished goods are saleable as current  inventories at
the current prices thereof in the ordinary course of business.

         4.20 Accounts  Receivable.  All  receivables of GuildMaster  (including
accounts  receivable,  loan  receivable and advances) which are reflected in the
GuildMaster  Financial  Statements,  and all such  receivables  which shall have
arisen since the date thereof,  have arisen only from bona fide  transactions in
the ordinary course of GuildMaster's  business and shall be (or have been) fully

                                       15
<PAGE>

collected when due, or in the case of each such account receivable within ninety
(90) days after it arose,  without resort to  litigation,  in the aggregate face
amounts  thereof  except to the  extent of the  normal  allowance  for  doubtful
accounts with respect to accounts  receivable  computed as a percentage of sales
consistent  with  GuildMaster's  prior practices as reflected on the GuildMaster
Financial Statements.

         4.21  Customers.  GuildMaster has not received any notice or has reason
to believe that any significant  customer of GuildMaster (a) has ceased, or will
cease,  to  use  the  products,  goods  or  services  of  GuildMaster,  (b)  has
substantially reduced or will substantially  reduce, the use of products,  goods
or services of  GuildMaster,  or (c) has  sought,  or is seeking,  to reduce the
price it will pay for products,  goods or services of GuildMaster,  including in
each case after the consummation of the transactions contemplated hereby.

         4.22 Full Disclosure.  The representation and warranties of GuildMaster
and the  GuildMaster  Shareholders  contained in this  Agreement do not omit any
material fact necessary to make the statements  contained  therein,  in light of
the circumstances  under which they were made, not misleading.  There is no fact
known  to  GuildMaster  or the  GuildMaster  Shareholders  which  has  not  been
disclosed to Decorate pursuant to this Agreement and the GuildMaster  Disclosure
Letter,  all taken as a whole,  which  would  reasonably  be  expected to have a
GuildMaster  Material  Adverse  Effect  on  the  ability  of  Decorate,  JBE  or
GuildMaster to consummate the transactions contemplated hereby.

                                    ARTICLE V
               REPRESENTATIONS AND WARRANTIES OF DECORATE AND JBE

         Decorate and JBE hereby  represent and warrant to  GuildMaster  and the
GuildMaster Shareholders as follows:

         5.1 Organization, Standing and Power. Decorate and JBE are corporations
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Missouri,  and have all requisite power and authority to own, lease and
operate their  properties and to carry on their business as now being conducted.
Copies of the  articles of  incorporation  and  by-laws of Decorate  and JBE, as
certified by the  respective  secretaries  of Decorate and JBE, have  heretofore
been  delivered to  GuildMaster,  and are complete and correct as of the date of
this Agreement.  Decorate and JBE are duly qualified to transact  business,  and
are in good  standing as foreign  corporations  in each  jurisdiction  where the
character of their  activities  requires  such  qualification,  except where the
failure to so qualify would not have a material  adverse effect on the business,
assets, financial condition,  results of operations or prospects of Decorate and
JBE taken as a whole (a "Decorate Material Adverse Effect").

         5.2  Subsidiaries.  Decorate has no  subsidiaries  except JBE, which is
wholly owned by Decorate.

                                       16
<PAGE>

         5.3 Capital Structure.

                  (a) As of the date hereof,  the  authorized  capital  stock of
         Decorate  consists of 1,000,000  shares of common stock, par value $.01
         per share,  and the  authorized  capital  stock of JBE  consists of 500
         shares of common stock, par value $.01 per share.

                  (b) As of the date hereof,  315,000  shares of common stock of
         Decorate are issued and  outstanding,  and no shares of common stock of
         Decorate  are held in  treasury,  and 500  shares of JBE are issued and
         outstanding,  and no  shares  of  common  stock  of  JBE  are  held  in
         treasury..

                  (c)  Except as set  forth in the  Decorate  Disclosure  Letter
         (which is a letter delivered by Decorate and JBE to GuildMaster  within
         ten (10)  days  after  the  date  hereof,  the  receipt  whereof  to be
         acknowledged by GuildMaster,  and which  identifies,  as to each matter
         disclosed  therein,  the Section of this  Agreement to which the matter
         relates),  as of the date hereof,  Decorate and JBE have not issued any
         outstanding bonds,  debentures,  notes or other indebtedness having the
         right to vote (or convertible into securities having the right to vote)
         on any matters on which  shareholders  may vote  ("Voting  Debt").  All
         outstanding  shares of  Decorate  and JBE  capital  stock  are  validly
         issued,  fully paid and non-assessable and are not subject to or issued
         in violation of any  preemptive  rights,  and there are no  outstanding
         options,  warrants,  calls,  rights,  commitments  or agreements of any
         character whatsoever to which Decorate or JBE is a party or by which it
         is bound obligating Decorate or JBE to issue, deliver or sell, or cause
         to be issued,  delivered or sold, additional shares of capital stock or
         any Voting Debt  securities of Decorate or JBE  obligating  Decorate or
         JBE to grant,  extend or enter  into any such  option,  warrant,  call,
         right, commitment or agreement.  The shares of Decorate common stock to
         be issued pursuant to or as specifically contemplated by this Agreement
         will be validly issued,  fully paid and  non-assessable and not subject
         to preemptive rights.

                  (d)  Neither   Decorate  nor  JBE  has  purchased,   redeemed,
         cancelled  or  otherwise  acquired  any of its capital  stock or Voting
         Debt, except as disclosed in the Decorate  Disclosure Letter, and there
         are no  obligations,  contingent  or  otherwise,  of Decorate or JBE to
         repurchase,  redeem or  otherwise  acquire any shares of their  capital
         stock or Voting Debt.

         5.4 Authority.

                  (a) Decorate and JBE have all  requisite  corporate  power and
         authority to enter into this Agreement and the Merger and to consummate
         the  transactions  contemplated  hereby and thereby.  The execution and
         delivery of this  Agreement and the  consummation  of the  transactions
         contemplated  hereby  and  thereby  have  been duly  authorized  by all
         necessary  corporate  action  on the part of  Decorate  and  JBE.  This
         Agreement  has been duly executed and delivered by Decorate and JBE and
         constitutes   valid  and  binding   obligations  of  Decorate  and  JBE
         enforceable in accordance  with its terms,  subject to compliance  with
         the provisions of the Missouri Corporation Law.

                                       17
<PAGE>

                  (b) The execution and delivery of this Agreement does not, and
         the  consummation  of the  transactions  contemplated  hereby will not,
         result in any  Violation  pursuant to any provision of (i) the articles
         of  incorporation  or by-laws of  Decorate  or JBE, or (ii) any loan or
         credit  agreement,  note,  mortgage,  indenture,  lease,  Benefit  Plan
         maintained  by  Decorate  or  JBE  or  other   agreement,   obligation,
         instrument,   permit,  franchise,  license,  judgment,  order,  decree,
         statute,  law ordinance,  rule or regulation  applicable to Decorate or
         JBE or their  respective  properties or assets,  which  Violation would
         have a Decorate Material Adverse Effect.

                  (c)  Other  than  in  connection  or in  compliance  with  the
         provisions  of Missouri  Corporation  Law or as listed in the  Decorate
         Disclosure Letter, no consent,  approval, order or authorization of, or
         registration,  declaration or filing with, any  governmental  entity or
         other  person is required on the part of Decorate or JBE in  connection
         with the execution and delivery of this  Agreement or the  consummation
         by Decorate or JBE of the transactions contemplated hereby.

         5.5 Financial Statements.

                  (a) The balance  sheet of Decorate as of December 31, 2000 and
         the related statements of income, consolidated statements of cash flows
         and statements of members' or stockholders' equity for the period ended
         December 31, 2000 (the "Decorate  Latest  Statement  Date"),  copies of
         which have been furnished by Decorate to  GuildMaster;  and the balance
         sheet of Decorate as of March 31,  2001 and the  related  statement  of
         income,   statement  of  cash  flows  and   statement  of  members'  or
         stockholders'  equity for the three (3)  months  then ended in the form
         prepared  for  Decorate's  internal  use,  copies  of which  have  been
         furnished  by  Decorate to  GuildMaster  (collectively,  the  "Decorate
         Financial Statements"), have been prepared in accordance with generally
         accepted  accounting  principles as utilized in the Decorate  Financial
         Statements  applied on a consistent  basis  (except as may be indicated
         therein or in the notes  thereto),  and  present  fairly the  financial
         condition  of  Decorate  and  JBE at the  dates,  and  the  results  of
         operations,  changes  in  stockholders'  equity  and cash flows for the
         periods,  stated therein.  In the case of interim fiscal  periods,  all
         adjustments,   consisting  only  of  normal  recurring   items,   which
         management   of  Decorate  and  JBE  believe   necessary   for  a  fair
         presentation  of such financial  information,  have been made,  none of
         which could reasonably be expected to have a Decorate  Material Adverse
         Effect.

                  (b)  Except  as and to the  extent  set  forth on the  balance
         sheets of  Decorate,  as of March 31,  2001,  or in the notes  thereto,
         Decorate  and JBE have no  liabilities  or  obligations  of any  nature
         (whether  accrued,  absolute,  contingent or  otherwise)  that would be
         required to be reflected on a balance  sheet,  or in the notes thereto,
         prepared in accordance with generally accepted  accounting  principles,
         except for  liabilities or obligations  incurred in the ordinary course
         of business  since the Decorate  Latest  Statement Date that would not,
         individually  or in the  aggregate,  have a Decorate  Material  Adverse
         Effect. Except as disclosed in the Decorate Disclosure Letter, Decorate
         and JBE have no  liabilities  or  obligations  of any  nature  (whether
         accrued, absolute, contingent or otherwise) that are not required to be

                                       18
<PAGE>

         reflected  on a balance  sheet,  or in the notes  thereto,  except  for
         liabilities  or  obligations  that  do  not,  individually  or  in  the
         aggregate, have a Decorate Material Adverse Effect.

         5.6 Authorizations; Compliance with Applicable Laws.

                  (a)  Decorate  and  JBE  hold  all  authorizations,   permits,
         licenses,   variances,   exemptions,   orders  and   approvals  of  all
         governmental  entities  which  are  material  to the  operation  of the
         business of Decorate and JBE taken as a whole (the "Decorate Permits").
         All such  Decorate  Permits  are in full  force  and  effect  as of the
         Closing Date, and Decorate and JBE are in compliance  with the terms of
         the Decorate  Permits,  except where the failure so to comply could not
         reasonably  be expected  to have a Decorate  Material  Adverse  Effect.
         Except as disclosed in the Decorate  Disclosure  Letter, the businesses
         of Decorate  and JBE are not being  conducted in violation of any Laws,
         except for possible  violations which  individually or in the aggregate
         do not, and, insofar as reasonably can be foreseen,  in the future will
         not, have a Decorate  Material  Adverse Effect.  Except as set forth in
         the Decorate Disclosure Letter, as of the date hereof, no investigation
         or review by a governmental entity with respect to Decorate or JBE that
         would cause a Decorate  Material  Adverse  Effect is pending or, to the
         knowledge  of Decorate  or JBE,  threatened,  nor has any  governmental
         entity indicated an intention to conduct the same.

                  (b) The Decorate  Disclosure  Letter identifies each parcel of
         real  estate  currently  owned,   leased  or  otherwise   possessed  or
         controlled by Decorate and JBE (collectively the "Decorate  Property").
         Except as set forth in the Decorate  Disclosure  Letter,  to Decorate's
         and JBE's knowledge,  none of the Decorate  Property owned or leased by
         them for use in the operation of their  business is in violation of any
         applicable  zoning  ordinance or other law,  regulation or requirements
         relating to the operation of any properties  used,  including,  without
         limitation,  Environmental  Laws,  other than  violations  that, in the
         aggregate with any other  conditions  described in this Section 5.6(b),
         would not have a Decorate Material Adverse Effect; and neither Decorate
         nor JBE has received any notice of any such violation, or the existence
         of any condemnation  proceeding with respect to any Decorate  Property.
         Except as set forth in the Decorate Disclosure Letter, to the knowledge
         of  Decorate  and JBE,  no Toxic  Substances  have  been  deposited  or
         disposed of in, on or under any Decorate  Property during the period in
         which  Decorate  or JBE has owned,  occupied,  managed,  controlled  or
         operated  such  properties,  except  to the  extent  the  same,  in the
         aggregate  with any other  conditions  described in this Section 5.6(b)
         would not have a Decorate Material Adverse Effect.  Except as set forth
         in the Decorate  Disclosure  Letter, to Decorate's and JBE's knowledge,
         no portion  of the  Decorate  Property  has ever been used as a dump or
         gasoline  service  station  by  any  person,   including  past  owners,
         occupants  and  operators  of  such  properties.  To the  knowledge  of
         Decorate and JBE,  there are no  underground  or above  ground  storage
         tanks  (whether  or not  currently  in use)  located  on or  under  the
         Decorate  Property,  and no underground tanks previously located on the
         Decorate  Property  has been  removed  therefrom.  To the  knowledge of
         Decorate  and  JBE,  there  are  no  conditions  or   circumstances  in
         connection  with  the  Decorate   Property  that  could  reasonably  be
         anticipated  to (i) cause any  Decorate  Property  to be subject to any

                                       19
<PAGE>

         restrictions on ownership,  occupancy, use or transferability under any
         applicable  Environmental  Laws; or (ii) materially reduce the value of
         any Decorate  Property.  To the knowledge of Decorate and JBE,  neither
         Decorate nor JBE has been identified as a potentially responsible party
         in a matter arising under any Environmental Laws.

         5.7  Litigation  and  Claims.  Except  as  disclosed  in  the  Decorate
Disclosure  Letter,  (a)  neither  Decorate,  JBE nor any  Decorate  Property is
subject  to any  continuing  order of, or written  agreement  or  memorandum  of
understanding  with any  governmental  entity,  or any  judgment,  order,  writ,
injunction,  decree or award of any governmental  entity or arbitrator,  and (b)
there is no action,  suit,  litigation,  proceeding  or  arbitration  against or
affecting  Decorate  or JBE,  or,  to the  knowledge  of  Decorate  or JBE,  any
directors,  officers, managers, employees or agents of Decorate or JBE (in their
respective  capacities as directors,  officers,  managers,  employees or agents)
pending or, to the  knowledge of Decorate or JBE,  threatened,  which would,  if
adversely  determined,  have a  Decorate  Material  Adverse  Effect  or,  to the
knowledge of Decorate or JBE, any basis therefor.

         5.8 Taxes.  Decorate and JBE have filed all tax returns  required to be
filed by them,  all such returns are true and correct in all  material  respects
and reflect all amounts due with respect to the periods indicated,  and Decorate
and JBE have paid or has set up an adequate reserve for the payment of all taxes
required  to be paid by them,  except to the  extent  which  nonpayment  did not
result in a Decorate  Material Adverse Effect.  The Decorate  Disclosure  Letter
sets forth,  as of the date hereof,  the following  information  with respect to
Decorate and JBE:

                  (a) Whether  there is an  examination  pending by the IRS with
         respect to Decorate or JBE and, if so, the tax years involved;

                  (b) Whether Decorate or JBE has executed or filed with the IRS
         any  agreement  which is still  in  effect  extending  the  period  for
         assessment  and collection of any federal tax and, if so, the tax years
         covered by such  agreement and the expiration  date of such  extension;
         and

                  (c) Whether  there are any  existing  material  disputes as to
         state or local  taxes.  There are no liens for taxes upon the assets of
         Decorate  or  JBE,  except  for  statutory  liens  for  taxes  not  yet
         delinquent or the validity of which is being contested in good faith by
         appropriate  proceedings and, in either case, only if adequate reserves
         therefor  have  been  established  on  Decorate's  or  JBE's  books  in
         accordance with generally  accepted  accounting  principles.  Except as
         disclosed in the Decorate  Disclosure Letter,  neither Decorate nor JBE
         is a party to any action or  proceeding by any  governmental  authority
         for assessment and collection of taxes, and no claim for assessment and
         collection  of taxes has been asserted  against them.  Decorate and JBE
         have withheld from their  employees (and timely paid to the appropriate
         governmental  agency)  amounts  which are  proper and  accurate  in all
         material  respects for all periods  through the date hereof in material
         compliance with all tax withholding  provisions of applicable  federal,
         state,  and local laws (including  without  limitation  income,  social
         security and employment tax withholding for all types of compensation).

                                       20
<PAGE>

         5.9 Certain Agreements.  Except as disclosed in the Decorate Disclosure
Letter, and except for this Agreement and the agreements expressly  contemplated
hereby,  neither  Decorate  nor  JBE is a  party  to any  oral  or  written  (i)
consulting  or  employment  agreement or other  agreement  providing any term of
employment,   compensation  guarantee,  or  severance  benefit,  (ii)  union  or
collective  bargaining  agreement,  (iii) agreement or plan, including any stock
option plan,  stock  appreciation  right plan,  restricted stock option or stock
purchase plan, any of the benefits of which will be increased, or the vesting of
the  benefits  of which will be  accelerated,  by the  occurrence  of any of the
transactions  contemplated by this Agreement or the value of any of the benefits
of which will be calculated  on the basis of the  transactions  contemplated  by
this Agreement, (iv) any contract,  agreement or other instrument or undertaking
which is not terminable by Decorate or JBE without additional payment or penalty
within  sixty (60) days and  obligates  Decorate  or JBE for  payments  or other
consideration  for a value in excess of Ten Thousand Dollars  ($10,000.00),  (v)
contract, agreement or understanding to repurchase assets previously sold (or to
indemnify or otherwise compensate the purchaser in respect to such assets), (vi)
contract  containing  covenants  which  limit the  ability of Decorate or JBE to
compete  in any  line of  business  or with any  person  or  which  involve  any
restriction of the geographical  area in which, or method by which,  Decorate or
JBE may carry on its  business,  or (vii) other  executory  material  agreement.
Except as set forth in the Decorate Disclosure Letter,  neither Decorate nor JBE
is in Violation of any loan or credit agreement,  note,  mortgage,  indenture or
other agreement,  obligation or instrument applicable to Decorate,  JBE or their
properties  or  assets,   except  for  any  such   Violations  that  would  not,
individually or in the aggregate,  have a Decorate Material Adverse Effect,  and
neither  Decorate  nor JBE has  knowledge  of (i) events that with notice or the
passage of time would  constitute  a  Violation,  (ii) a Violation  of any third
party, or (iii) intent of any third party to terminate.

         5.10 Benefit Plans.

                  (a) The Decorate  Disclosure  Letter  lists (i) each  employee
         bonus,  incentive,   deferred  compensation,   stock  purchase,   stock
         appreciation  right,  stock  option,  fringe  benefit and severance pay
         plan, (ii) each pension,  profit sharing,  stock bonus, thrift, savings
         and  employee  stock  ownership  plan,  (iii)  each  health,   welfare,
         disability,  vacation,  leave,  perquisite or executive plan,  program,
         policy or practice,  and (iv) every other employee benefit plan (within
         the  meaning of  Section 3 of ERISA)  (collectively  "Decorate  Benefit
         Plans")  which  Decorate or JBE  maintains or to which  Decorate or JBE
         contributes  on  behalf  of  current  or  former  employees.  Except as
         disclosed  in the  Decorate  Disclosure  Letter,  to the  knowledge  of
         Decorate  and JBE,  all of the  Decorate  Benefit  Plans  listed in the
         Decorate  Disclosure Letter comply with all applicable  requirements of
         the Internal Revenue Code,  ERISA and all other applicable  federal and
         state  laws  and  regulations,   including,   without  limitation,  the
         reporting and disclosure  requirements  of ERISA.  Each of the Decorate
         Benefit Plans which is intended to be a pension,  profit sharing, stock
         bonus,  thrift or savings  plan that is  qualified  under Code  Section
         401(a) has been determined by the IRS who so qualify under Code Section
         401(a),  and, except as disclosed in the Decorate Disclosure Letter, to
         the knowledge of Decorate and JBE, there exists no  circumstances  that
         would  adversely  affect  the  qualified  status  of any such  Decorate
         Benefit  Plan under that  Section.  Except as set forth in the Decorate
         Disclosure Letter, there is no pending or, to the knowledge of Decorate
         or JBE, threatened litigation, governmental proceeding or investigation
         against or relating to any Decorate  Benefit Plan, and to the knowledge
         of Decorate  and JBE,  there is no  reasonable  basis for any  material
         proceedings,  claims,  actions or proceedings  against Decorate or JBE,
         any Decorate  Benefit Plan,  or any  fiduciary of any Decorate  Benefit

                                       21
<PAGE>

         Plan. Except as set forth in the Decorate  Disclosure  Letter,  neither
         Decorate,  JBE, nor any party in interest (as defined in Section  3(14)
         of ERISA and Code Section  4975(e))  nor any Decorate  Benefit Plan has
         engaged in a  "prohibited  transaction"  (as  defined in Section 406 of
         ERISA and Code  Section  4975(c)),  and no  Decorate  Benefit  Plan has
         engaged in a  transaction  involving  the  purchase or sale of employer
         securities by such Plan from or to a "disqualified  person" (within the
         meaning of Code  Section  4975),  other than  pursuant to an  exemption
         provided  therein.  All  Decorate  Benefit  Plans that are group health
         plans,  within the  meaning  of Code  Section  4980B or Section  601 of
         ERISA, have been operated in material  compliance with the group health
         plan  continuation  coverage  requirements  of Code  Section  4980B and
         Section 601 of ERISA to the extent such requirements are applicable.

                  (b) There has been no amendment to, written interpretation of,
         or announcement  (whether or not written) relating to, or any change in
         employee  participation  or coverage under,  any Decorate  Benefit Plan
         that is not  reflected in the text of the  Decorate  Benefit Plan which
         would  materially  increase the expense (whether or not such expense is
         recognized  under  generally  accepted  accounting  principles)  to the
         employer  whose  employees are covered by such  Decorate  Benefit Plan.
         Except as  expressly  provided by  applicable  law where the terms of a
         Decorate  Benefit  Plan,  no  condition  exists that would  prevent the
         amendment or termination  of any Decorate  Benefit Plan with respect to
         any employee.

                  (c) Decorate and JBE have delivered to  GuildMaster  copies of
         (i) each Decorate Benefit Plan or if no plan document exists, a written
         summary of the  material  terms  thereof,  (ii)  current  summary  plan
         descriptions of each Decorate Benefit Plan for which they are required,
         (iii)  each  trust  agreement,  insurance  policy  or other  instrument
         relating to the funding of any  Decorate  Benefit  Plan,  (iv) the most
         recent  Annual  Reports (Form 5500 Series) and  accompanying  schedules
         filed  with the IRS or the  United  States  Department  of  Labor  with
         respect to each Decorate Benefit Plan for which they are required,  (v)
         the most recent  determination letter issued by the IRS with respect to
         each  Decorate  Benefit  Plan that is  intended  to qualify  under Code
         Section 401, (vi) the most recent  available  financial  statements for
         each Decorate  Benefit Plan that has assets,  and (vii) the most recent
         audited  financial  statements for each Decorate Benefit Plan for which
         audited financial statements are required by ERISA.

                  (d) The Decorate  Disclosure  Letter  describes any obligation
         that  Decorate and JBE have to provide  health and welfare  benefits to
         retirees or other  former  employees  or their  dependents  (other than
         rights arising solely under Section 601 of ERISA or Code Section 4980B)
         including  information  as to the  number  of  retirees,  other  former
         employees and dependents entitled to such coverage and their ages.

                                       22
<PAGE>

         5.11 Insurance.  Decorate and JBE are presently  insured for reasonable
amounts with financially  sound and reputable  insurance  companies against such
risks as, to the knowledge of Decorate and JBE,  companies  engaged in a similar
business  would,  in accordance  with good  business  practice,  customarily  be
insured.  Decorate and JBE have no liability  for  material  unpaid  premiums or
premium adjustments not properly reflected on the Decorate Financial  Statements
and no notice of  cancellation  or termination  has been received by Decorate or
JBE with respect to any material insurance policy currently in effect. Except as
disclosed in the Decorate  Disclosure Letter,  neither Decorate nor JBE has been
refused any  insurance  with  respect to any assets or  operations,  nor has any
coverage been limited in any material respect as to any assets or operations, by
any  insurance  carrier to which it has applied for any such  insurance  or with
which it has carried insurance.

         5.12 Absence of Certain  Changes or Events.  Except as disclosed in the
Decorate  Disclosure Letter, and except as contemplated by this Agreement,  from
and after January 1, 2001 through the date of this Agreement:

                  (a) Decorate and JBE have  carried on their  business  only in
         the ordinary and usual course consistent with past practices,

                  (b)  Neither  Decorate  nor JBE has  amended  its  articles of
         incorporation   (other  than  to   effectuate   the   conversion   from
         Decorize.com, L.L.C. to Decorate, Inc.),

                  (c)  Neither  Decorate  nor JBE has granted any option for the
         purchase of its capital stock,  effected any stock split,  or otherwise
         changed its capitalization,

                  (d) Neither Decorate nor JBE has declared,  set aside, or paid
         any  dividend  or other  distribution  in respect to any of its capital
         stock,

                  (e)  Neither  Decorate  nor JBE has  issued or sold any of its
         capital  stock,  or issued or sold any  corporate  debt  securities  or
         otherwise  incurred  debt which would be classified as long term on the
         balance sheet,

                  (f) Neither  Decorate  nor JBE has (i)  incurred  any material
         obligations or liability  (absolute or contingent),  except obligations
         or  liabilities  incurred in the ordinary  course of business,  or (ii)
         mortgaged,  pledged,  or subjected to lien, claim,  security  interest,
         charge, encumbrance or restriction any of its assets or properties,

                  (g) Neither  Decorate nor JBE has  discharged or set aside any
         material lien,  mortgage,  pledge,  claim,  security interest,  charge,
         encumbrance,   or  restriction  or  paid  any  material  obligation  or
         liability  (absolute or contingent),  other than in the ordinary course
         of business,

                  (h) Neither Decorate nor JBE has sold, assigned,  transferred,
         leased, exchanged, or otherwise disposed of, other than in the ordinary
         course of business, any of its properties or assets,

                                       23
<PAGE>

                  (i)  Neither  Decorate  nor  JBE  has  increased  the  rate of
         compensation  of,  or  paid  any  bonus  to,  any of its  directors  or
         officers,  except  merit or  promotion  increases  in  accordance  with
         existing policies; entered into any new, or amended or supplemented any
         existing, employment,  management,  consulting,  deferred compensation,
         severance,  or  other  similar  contract  not  heretofore  provided  to
         GuildMaster; adopted, entered into, terminated, amended or modified any
         Decorate  Benefit  Plan in  respect  to any of its  present  or  former
         directors,  officers  or  other  employees;  or  agreed  to  any of the
         foregoing,

                  (j) Neither Decorate nor JBE has suffered any material damage,
         destruction  or loss as a result  of fire,  accident,  casualty,  labor
         trouble,  or taking of property by any  government or any agency of any
         government,  flood, or other similar or dissimilar casualty or event or
         otherwise, and whether or not covered by insurance,

                  (k) Neither  Decorate nor JBE has cancelled or compromised any
         debt to the extent exceeding Ten Thousand Dollars  ($10,000.00) owed to
         Decorate or JBE or claim to an extent  exceeding  Ten Thousand  Dollars
         ($10,000.00) asserted by Decorate or JBE,

                  (l) Neither Decorate nor JBE has entered,  or agreed to enter,
         into any  agreement  or  arrangement  granting  any right of refusal or
         other  preferential  right  to  purchase  any of its  material  assets,
         properties  or  rights or  requiring  the  consent  of any party to the
         transfer or  assignment  of any such  material  assets,  properties  or
         rights,

                  (m) There has not been any transaction, commitment, dispute or
         other  event  or  condition  of any  character  (whether  or not in the
         ordinary course of business) individually or in the aggregate having or
         which,  insofar  as  reasonably  can  be  foreseen,  in the  future  is
         reasonably likely to have, a Decorate Material Adverse Effect, and

                  (n) There has not been any  material  change in the  method of
         accounting  or  accounting  practices  of  Decorate  or JBE,  except as
         required by generally  accepted  accounting  principles.  Except as set
         forth in the Decorate  Disclosure Letter,  neither Decorate nor JBE has
         knowledge of the announced or anticipated  resignation of any executive
         officer or key employee of Decorate or JBE.  From and after the date of
         the  latest  Decorate  Financial  Statement,  through  the date of this
         Agreement,  no customers of Decorate or JBE have  indicated to Decorate
         or JBE that they will stop or decrease  the rate of business  done with
         Decorate or JBE (except for changes in the ordinary course of business)
         such as to, individually or in the aggregate,  have a Decorate Material
         Adverse Effect.

         5.13  Properties,  Leases  and Other  Agreements.  Except (i) as may be
reflected in the Decorate  Financial  Statements,  (ii) for any lien for current
taxes not yet delinquent,  and (iii) for such other liens,  security  interests,
claims, charges,  options or other encumbrances and imperfections of title which
do not materially affect the value of personal or real property reflected in the
Decorate  Financial  Statements  or  acquired  since the date of such  Financial
Statements and which do not materially  interfere with or impair the present and
continued use of such property, Decorate and JBE have good title, free and clear

                                       24
<PAGE>

of  any  liens,   security  interests,   claims,   charges,   options  or  other
encumbrances, to all of the personal and real property reflected in the Decorate
Financial Statements, and all personal and real property acquired since the date
of such Statements,  except such personal and real property as has been disposed
of in the ordinary course of business.  The Decorate Disclosure Letter lists all
acquisitions  or  dispositions  of capital assets planned as of the date of this
Agreement by Decorate and JBE, other than individual  transactions  with a value
not in  excess  of  $10,000.00  each.  Substantially  all  Decorate's  and JBE's
buildings and equipment in regular use  (including  such buildings and equipment
as are  leased)  have  been  well  maintained  and are in good  and  serviceable
condition,  reasonable wear and tear excepted.  The Decorate  Disclosure  Letter
contains  a brief  description,  including  terms,  of each  lease  for  real or
personal  property  to which  Decorate or JBE is a party.  Decorate  and JBE, as
lessees, have a valid and existing leasehold interest under each of such leases,
true and correct copies of which Decorate and JBE have delivered to GuildMaster.
There is not,  under any of such leases  relating to real  property or any other
material  leases,  any  material  existing  default by  Decorate  or JBE, to the
knowledge of Decorate or JBE, any other party thereto,  or any event with notice
or lapse of time or both would constitute such a material default.  Decorate and
JBE own,  or have the right to use  pursuant to a valid and  enforceable  lease,
license or similar  contractual  arrangement,  all of the  assets  (tangible  or
intangible)  that are used or required for use in the  operation of the business
as currently conducted.

         5.14  Patents,  Trademarks  and Trade Names.  The  Decorate  Disclosure
Letter sets forth a correct and complete  list of (i) all  patents,  trademarks,
trade  names  and  registered  copyrights  owned by  Decorate  and JBE which are
material  to  their  business  taken  as a whole  (collectively,  the  "Decorate
Proprietary  Intellectual  Property")  and (ii) all patents,  trademarks,  trade
names,  copyrights,  technology  and processes used by Decorate and JBE in their
business  which are  material  to their  business  taken as a whole and are used
pursuant to a license or other right granted by a third party  (collectively the
"Decorate  Licensed  Intellectual  Property",  and  together  with the  Decorate
Proprietary   Intellectual   Property   herein  referred  to  as  the  "Decorate
Intellectual Property").  Decorate and JBE own or have the right to use pursuant
to valid and effective agreements,  all Decorate Intellectual  Property, and the
consummation of the  transactions  contemplated  hereby will not alter or impair
any such rights. No claims are pending or, to the best knowledge of Decorate and
JBE,  threatened  against Decorate and JBE by any person with respect to the use
of any Decorate Intellectual Property or challenging or questioning the validity
or effectiveness  of any license or agreement  relating to the same. The current
use by Decorate and JBE of the Decorate  Intellectual Property does not infringe
on the  rights  of any  person,  except  for  such  infringements  which  in the
aggregate  could not  reasonably be expected to have a material  adverse  effect
upon Decorate's or JBE's ownership or use of the Decorate Intellectual Property.
There are no pending  claims or charges  brought by  Decorate or JBE against any
person  with  respect to the use of any  Decorate  Intellectual  Property or the
enforcement  of any  of  Decorate's  or  JBE  rights  relating  to the  Decorate
Intellectual Property.

         5.15 Votes Required. The shareholders of Decorate and JBE have approved
this Agreement and the transactions contemplated hereby.

         5.16 Tax  Matters.  To the  knowledge  of  Decorate  and  JBE,  neither
Decorate,  JBE, nor any of their affiliates has through the date hereof taken or

                                       25
<PAGE>

agreed to take any action that would  prevent the Merger from  qualifying as one
or more reorganizations under Code Section 368(a)(1).

         5.17  Condition  of Assets.  The  improvements,  equipment,  furniture,
fixtures,  inventory and tangible  personal  property  owned,  leased or held by
Decorate and JBE for use in their  business and  operations are in the aggregate
in such  condition  and repair as are  consistent  with and  suitable  for their
present  uses and there are no defects in of the assets used in the business and
operations of Decorate or JBE which individually or in the aggregate would have,
or could reasonably be expected to have, a Decorate Material Adverse Effect.

         5.18  Inventory.  All  inventories  of  Decorate  and JBE are of  good,
useable and  merchantable  quality in all material  respects and,  except as set
forth in the Decorate Disclosure Letter, do not include obsolete or discontinued
items.  All  inventories  that  are  finished  goods  are  saleable  as  current
inventories at the current prices thereof in the ordinary course of business.

         5.19  Accounts   Receivable.   All  receivables  of  Decorate  and  JBE
(including  accounts  receivable,   loan  receivable  and  advances)  which  are
reflected in the Decorate Financial  Statements,  and all such receivables which
shall  have  arisen  since the date  thereof,  have  arisen  only from bona fide
transactions in the ordinary course of Decorate's or JBE's business and shall be
(or have been) fully  collected  when due,  or in the case of each such  account
receivable within ninety (90) days after it arose, without resort to litigation,
in the  aggregate  face  amounts  thereof  except to the  extent  of the  normal
allowance for doubtful accounts with respect to accounts  receivable computed as
a percentage of sales  consistent  with  Decorate's and JBE's prior practices as
reflected on the Decorate Financial Statements.

         5.20 Customers. Neither Decorate nor JBE has received any notice or has
reason to believe  that any  significant  customer  of  Decorate  or JBE (a) has
ceased,  or will cease,  to use the  products,  goods or services of Decorate or
JBE, (b) has  substantially  reduced or will  substantially  reduce,  the use of
products,  goods or  services  of  Decorate  or JBE,  or (c) has  sought,  or is
seeking,  to reduce the price it will pay for  products,  goods or  services  of
Decorate  or  JBE,  including  in  each  case  after  the  consummation  of  the
transactions contemplated hereby.

         5.21 Full Disclosure. The representations and warranties of Decorate or
JBE contained in this  Agreement do not omit any material fact necessary to make
the statements contained therein, in light of the circumstances under which they
were made, not  misleading.  There is no fact known to Decorate or JBE which has
not been disclosed to GuildMaster  pursuant to this Agreement,  and the Decorate
Disclosure  Letter,  all taken  together as a whole,  which would  reasonably be
expected to have a Decorate Material Adverse Effect or a material adverse effect
on the  ability of  Decorate  or  GuildMaster  to  consummate  the  transactions
contemplated hereby.

                                   ARTICLE VI
                 CERTAIN COVENANTS AND AGREEMENTS OF GUILDMASTER

         6.1 Affirmative Covenants. GuildMaster hereby covenants and agrees with
Decorate  and JBE  that  prior  to the  Effective  Time  or  until  the  earlier
termination  or  abandonment  of this  Agreement in  accordance  with its terms,

                                       26
<PAGE>

unless the prior  written  consent of Decorate and JBE shall have been  obtained
(which  consent  shall not be  unreasonably  withheld)  and except as  otherwise
contemplated herein, it will:

                  (a)  operate  its  business  only in the  usual,  regular  and
         ordinary course consistent with past practices;

                  (b) preserve  substantially  intact its business  organization
         and assets (except for  acquisitions  and dispositions of assets in the
         ordinary  course of business  consistent  with past  practices,  unless
         otherwise  required by the terms of this  Agreement),  and maintain its
         rights and  franchises,  and use its reasonable  best efforts to retain
         the services of its officers  and key  employees  (except that it shall
         have the  right to  terminate  the  employment  of any  officer  or key
         employee in accordance  with  established  employment  procedures)  and
         maintain its relationships with customers;

                  (c) maintain  its  corporate  existence  in good  standing and
         maintain all books and records in accordance with accounting principles
         and  practices  as utilized  in the  GuildMaster  Financial  Statements
         applied on a consistent  basis,  except as may be required to implement
         changes in the generally accepted accounting principles;

                  (d)  maintain  and keep its  properties  in as good repair and
         condition as at present,  except for  depreciation due to ordinary wear
         and tear;

                  (e)  keep  in full  force  and  effect,  insurance  and  bonds
         comparable  in amount and scope of coverage to that now  maintained  by
         it;

                  (f) perform in all material respects all obligations  required
         to be  performed  by it  under  all  material  contracts,  leases,  and
         documents  relating  to  or  affecting  its  assets,   properties,  and
         business; and

                  (g) conduct its  business in a manner but does not violate any
         Laws,  except for  possible  violations  which  individually  or in the
         aggregate do not, and,  insofar as reasonably  can be foreseen,  in the
         future will not, have a GuildMaster Material Adverse Effect.

         6.2 Negative  Covenants.  Except as  specifically  contemplated by this
Agreement,  from the date hereof unto the Effective Time,  GuildMaster shall not
do,  without the prior  written  consent of Decorate and JBE (which shall not be
unreasonably withheld), any of the following:

                  (a) incur any material  liabilities  or material  obligations,
         whether  directly or by way of guaranty,  including any  obligation for
         borrowed money whether or not evidenced by a note,  bond,  debenture or
         similar   instrument,   except  in  the  ordinary  course  of  business
         consistent with past practice;

                  (b) (i) grant any  general  increase  in  compensation  to its
         employees  as a class,  or to its  officers  or  directors,  except  in
         accordance  with past  practice,  or increases  which are not material,
         (ii) effect any change in retirement benefits to any class of employees

                                       27
<PAGE>

         or officers  (unless any such  change  shall be required by  applicable
         law) which would increase its  retirement  benefit  liabilities,  (iii)
         adopt, enter into, amend or modify any Benefit Plan, or (iv) enter into
         or  amend  any   employment,   severance  or  similar   agreements   or
         arrangements  with any  directors  or officers or former  directors  or
         officers;

                  (c)  declare  or pay  any  dividend  on,  or  make  any  other
         distribution in respect to its outstanding shares of capital stock;

                  (d) (i) redeem,  purchase or  otherwise  acquire any shares of
         its capital stock or any securities or obligations  convertible into or
         exchangeable  for any  shares of its  capital  stock,  or any  options,
         warrants,  conversion  or other  rights to  acquire  any  shares of its
         capital stock or any such securities or obligations; (ii) merge with or
         into any other corporation,  permit any other corporation to merge into
         it  or  consolidate  with,  any  other   corporation,   or  effect  any
         reorganization or recapitalization; (iii) purchase or otherwise acquire
         any substantial  portion of the assets, or more than 5% of any class of
         stock,  of any  corporation,  or other business;  (iv) liquidate,  sell
         dispose of, or encumber any assets or acquire any assets, except in the
         ordinary course of its business  consistent with past practice;  or (v)
         split,  combine  or  reclassify  any of its  capital  stock or issue or
         authorize  or propose the issuance of any other  securities  in respect
         of, in lieu of or in substitution for shares of its capital stock;

                  (e) issue,  deliver,  award,  grant or sell,  or  authorize or
         propose the issuance,  delivery, award, grant or sale of, any shares of
         its capital stock of any class (including shares held in treasury), any
         Voting Debt or any securities convertible into, or any rights, warrants
         or options to acquire,  any such  shares,  Voting  Debt or  convertible
         securities;

                  (f)  propose  or  adopt  any  amendments  to its  articles  of
         incorporation or by-laws in any way adverse to Decorate and JBE;

                  (g) authorize,  recommend, propose or announce an intention to
         authorize,  recommend  or  propose,  or  enter  into  an  agreement  in
         principle  with  respect to any  acquisition  of a  material  amount of
         assets or securities or any release or  relinquishment  of any material
         contract rights not in the ordinary course of business;

                  (h) with respect to properties  leased by GuildMaster,  renew,
         exercise  an option to extend,  cancel or  surrender  any lease of real
         property or allow any such lease to lapse,  without prior  consultation
         with Decorate and JBE;

                  (i)  change  any of its  methods  of  accounting  in effect at
         December 31, 2000, or change any of its methods of reporting  income or
         deductions  for federal  income tax purposes from those employed in the
         preparation  of the federal  income tax  returns  for the taxable  year
         ending December 31, 2000, except as may be required by law or generally
         accepted accounting principles;

                  (j)  take  action  which  would  or is  reasonably  likely  to
         adversely  affect  GuildMaster's  ability to perform its  covenants and
         agreements under this Agreement; or

                                       28
<PAGE>

                  (k) agree in writing or otherwise to do any of the foregoing.

         6.3 Access and Information.  Upon reasonable prior notice,  GuildMaster
shall afford to Decorate's and JBE's officers, employees,  accountants,  counsel
and other  representatives,  access,  from time to time during  normal  business
hours during the period prior to the Effective  Time,  to all books,  papers and
records  relating  to  the  assets,  properties,   operations,  obligations  and
liabilities of GuildMaster,  including without  limitation all books of account,
tax records,  minute books of directors' and stockholders'  meetings,  contracts
and agreements,  accountants' work papers, litigation files (other than attorney
work product or materials protected by any attorney-client privilege), documents
relating to assets and title  thereto,  plans  affecting  employees,  securities
transfer  records  and  stockholder  lists,  and any books,  papers and  records
relating to other assets,  business activities or prospects in which Decorate or
JBE may have a  reasonable  interest.  During  such  period,  GuildMaster  shall
furnish  promptly to Decorate and JBE (i) the monthly  financial  statements  of
GuildMaster (as prepared by GuildMaster in accordance with its normal accounting
procedures)  promptly  after such financial  statements  are  available,  (ii) a
summary of any action taken by the Board of Directors, or any committee thereof,
of GuildMaster, (iii) minutes of the GuildMaster Board of Directors meetings and
the reports of management of  GuildMaster  customarily  provided to its Board of
Directors,  and (iv) all other information  concerning its business,  properties
and personnel as Decorate and JBE may  reasonably  request.  During such period,
GuildMaster shall instruct its officers,  employees,  counsel and accountants to
be available for, and respond to any questions of Decorate's and JBE's officers,
employees,  accountants,  counsel and other  representatives at reasonable hours
and with reasonable notice by Decorate and JBE to such individuals.

         6.4 Update Disclosure; Breaches.

                  (a) From and after the date hereof until the  Effective  Time,
         GuildMaster shall promptly update the GuildMaster  Disclosure Letter by
         notice to Decorate and JBE to reflect any matters  which have  occurred
         from and after the date hereof  which,  if existing on the date hereof,
         would have been required to be described  therein;  provided,  however,
         that no such update shall affect the  conditions  to the  obligation of
         Decorate and JBE to consummate the  transactions  contemplated  hereby,
         except as provided  herein,  and any and all changes  reflected  in any
         such update shall be considered in determining  whether such conditions
         have been satisfied.

                  (b)  GuildMaster  shall,  in the event it becomes aware of the
         impending or  threatened  occurrence  of any event or  condition  which
         would cause or  constitute  a material  breach (or would have caused or
         constituted a breach had such event occurred or been known prior to the
         date hereof) of any of its  representations or agreements  contained or
         referred to herein or which would  cause any of the  conditions  to the
         obligations  of any  party  set forth in  Article  IX hereof  not to be
         satisfied,  give prompt  written notice thereof to Decorate and use its
         best efforts to prevent or promptly remedy the same.

         6.5 Tax Treatment.  GuildMaster  will use its best efforts to cause the
Merger to qualify as one or more reorganizations under Code Section 368(a)(1).

                                       29
<PAGE>

                                   ARTICLE VII
              CERTAIN COVENANTS AND AGREEMENTS OF DECORATE AND JBE

         7.1 Affirmative  Covenants.  Decorate and JBE hereby covenant and agree
with  GuildMaster and the GuildMaster  Shareholders  that prior to the Effective
Time,  unless the prior written consent of GuildMaster  shall have been obtained
(which  consent  shall not be  unreasonably  withheld)  and except as  otherwise
contemplated herein, they will:

                  (a)  operate  their  business  only in the usual,  regular and
         ordinary course consistent with past practices;

                  (b) preserve  substantially intact their business organization
         and assets (except for  acquisitions  and dispositions of assets in the
         ordinary  course of  business  consistent  with past  practices  unless
         otherwise required by the terms of this Agreement),  and maintain their
         rights and franchises,  and use their reasonable best efforts to retain
         the  services of their  officers  and key  employees  (except that they
         shall have the right to terminate the  employment of any officer or key
         employee in accordance  with  established  employment  procedures)  and
         maintain their relationships with customers.

                  (c) maintain  their  corporate  existence in good standing and
         maintain all books and records in accordance with accounting principles
         and practices as utilized in the Decorate Financial  Statements applied
         on a consistent  basis,  except as may be required to implement changes
         in generally accepted accounting principles;

                  (d) maintain and keep their  properties  in as good repair and
         condition as at present,  except for  depreciation due to ordinary wear
         and tear;

                  (e)  keep  in full  force  and  effect,  insurance  and  bonds
         comparable  in amount and scope of coverage to that now  maintained  by
         them;

                  (f) perform in all material respects all obligations  required
         to be  performed  by them under all  material  contracts,  leases,  and
         documents  relating  to or  affecting  their  assets,  properties,  and
         business; and

                  (g) conduct  their  business in a manner that does not violate
         any Laws, except for possible  violations which  individually or in the
         aggregate do not, and,  insofar as reasonably  can be foreseen,  in the
         future will not, have a Decorate Material Adverse Effect.

         7.2 Negative  Covenants.  Except as  specifically  contemplated by this
Agreement,  from the date hereof until the Effective Time,  neither Decorate nor
JBE shall do, or agree or commit to do,  without  the prior  written  consent of
GuildMaster (which shall not be unreasonably withheld) any of the following:

                                       30
<PAGE>

                  (a) incur any material  liabilities  or material  obligations,
         whether  directly or by way of guaranty,  including any  obligation for
         borrowed money whether or not evidenced by a note,  bond,  debenture or
         similar   instrument,   except  in  the  ordinary  course  of  business
         consistent with past practice;

                  (b) (i) grant any  general  increase  in  compensation  to its
         employees  as a class,  or to its  officers  or  directors,  except  in
         accordance  with past  practice,  or increases  which are not material,
         (ii) effect any change in retirement benefits to any class of employees
         or officers  (unless any such  change  shall be required by  applicable
         law) which would increase its  retirement  benefit  liabilities,  (iii)
         adopt, enter into, amend or modify any Benefit Plan, or (iv) enter into
         or  amend  any   employment,   severance  or  similar   agreements   or
         arrangements  with any  directors  or officers or former  directors  or
         officers;

                  (c)  declare  or pay  any  dividend  on,  or  make  any  other
         distribution in respect to its outstanding shares of capital stock;

                  (d) (i) redeem,  purchase or  otherwise  acquire any shares of
         its capital stock or any securities or obligations  convertible into or
         exchangeable  for any  shares of its  capital  stock,  or any  options,
         warrants,  conversion  or other  rights to  acquire  any  shares of its
         capital stock or any such securities or obligations; (ii) merge with or
         into any other corporation,  permit any other corporation to merge into
         it  or  consolidate  with,  any  other   corporation,   or  effect  any
         reorganization or recapitalization; (iii) purchase or otherwise acquire
         any substantial  portion of the assets, or more than 5% of any class of
         stock,  of any  corporation,  or other business;  (iv) liquidate,  sell
         dispose of, or encumber any assets or acquire any assets, except in the
         ordinary course of its business  consistent with past practice;  or (v)
         except as provided  herein,  split,  combine or  reclassify  any of its
         capital  stock or issue or  authorize  or propose  the  issuance of any
         other  securities  in  respect  of, in lieu of or in  substitution  for
         shares of its capital stock;

                  (e) issue,  deliver,  award,  grant or sell,  or  authorize or
         propose the issuance,  delivery, award, grant or sale of, any shares of
         its capital stock of any class (including shares held in treasury), any
         Voting Debt or any securities convertible into, or any rights, warrants
         or options to acquire,  any such  shares,  Voting  Debt or  convertible
         securities;

                  (f)  propose  or  adopt  any  amendments  to its  articles  of
         incorporation  or by-laws  in any way  adverse  to  GuildMaster  or the
         GuildMaster Shareholders;

                  (g) authorize,  recommend, propose or announce an intention to
         authorize,  recommend  or  propose,  or  enter  into  an  agreement  in
         principle  with  respect to any  acquisition  of a  material  amount of
         assets or securities or any release or  relinquishment  of any material
         contract rights not in the ordinary course of business;

                  (h) with  respect to  properties  leased by  Decorate  or JBE,
         renew,  exercise an option to extend,  cancel or surrender any lease of
         real  property  or  allow  any  such  lease  to  lapse,  without  prior
         consultation with GuildMaster;

                                       31
<PAGE>

                  (i)  change  any of its  methods  of  accounting  in effect at
         December 31, 2000, or change any of its methods of reporting  income or
         deductions  for federal  income tax purposes from those employed in the
         preparation  of the federal  income tax  returns  for the taxable  year
         ending December 31, 2000, except as may be required by law or generally
         accepted accounting principles;

                  (j)  take  action  which  would  or is  reasonably  likely  to
         adversely  affect  Decorate's  ability to  perform  its  covenants  and
         agreements under this Agreement; or

                  (k) agree in writing or otherwise to do any of the foregoing.

         7.3 Access and  Information.  Upon reasonable prior notice Decorate and
JBE shall afford to GuildMaster's officers, employees,  accountants, counsel and
other  representatives,  access,  from time to time during normal business hours
during the period prior to the Effective Time, to all books,  papers and records
relating to the assets, properties,  operations,  obligations and liabilities of
Decorate  and JBE,  including  without  limitation  all  books of  account,  tax
records,  minute  books of  members',  directors'  and  stockholders'  meetings,
contracts and agreements, accountants' work papers, litigation files (other than
attorney work product or materials protected by any attorney-client  privilege),
documents  relating  to assets and title  thereto,  plans  affecting  employees,
securities  transfer records and stockholder  lists,  and any books,  papers and
records  relating to other  assets,  business  activities  or prospects in which
GuildMaster may have a reasonable interest. During such period, Decorate and JBE
shall furnish  promptly to GuildMaster (i) the monthly  financial  statements of
Decorate  (as  prepared  by Decorate  and JBE in  accordance  with their  normal
accounting  procedures)  promptly after such financial statements are available;
(ii) a summary of any action taken by the Board of  Directors,  or any committee
thereof,  of Decorate and JBE;  (iii)  minutes of the Decorate and JBE Boards of
Directors meetings and the reports of management of Decorate and JBE customarily
provided to their respective Boards of Directors; and (iv) all other information
concerning its business,  properties and personnel as GuildMaster may reasonably
request.  During such period,  Decorate and JBE shall instruct  their  officers,
employees,  counsel and  accountants  to be  available  for,  and respond to any
questions of, GuildMaster's officers, employees,  accountants, counsel and other
representatives at reasonable hours and with reasonable notice by GuildMaster to
such individuals.

         7.4 Update Disclosure; Breaches.

                  (a) From and after the date hereof until the  Effective  Time,
         Decorate and JBE shall promptly update the Decorate  Disclosure  Letter
         by notice to  GuildMaster  to reflect any matters  which have  occurred
         from and after the date hereof  which,  if existing on the date hereof,
         would have been required to be described  therein;  provided,  however,
         that no such update shall affect the  conditions  to the  obligation of
         GuildMaster  or  the   GuildMaster   Shareholders   to  consummate  the
         transactions  contemplated  hereby,  except as provided herein, and any
         and all changes  reflected  in any such update shall be  considered  in
         determining whether such conditions have been satisfied.

                                       32
<PAGE>

                  (b) Decorate and JBE shall,  in the event they become aware of
         the impending or threatened  occurrence of any event or condition which
         would cause or  constitute  a material  breach (or would have caused or
         constituted a breach had such event occurred or been known prior to the
         date hereof) of any of their representations or agreements contained or
         referred to herein or which would  cause any of the  conditions  to the
         obligations  of any party set forth in Article IX not to be  satisfied,
         give prompt written  notice  thereof to GuildMaster  and use their best
         efforts to prevent or promptly remedy the same.

         7.5 Tax  Treatment.  Decorate  and JBE will use their  best  efforts to
cause  the  Merger  to  qualify  as  one  or  more  reorganizations  under  Code
ss.368(a)(1).  Following  the  Merger,  neither  Decorate  nor JBE will take any
action the effect of which will  prevent  the Merger from  qualifying  as one or
more reorganizations under Code ss.368(a)(1).

                                  ARTICLE VIII
                              ADDITIONAL AGREEMENTS

         8.1  Brokers  or  Finders.   Each  of  the   Constituent   Corporations
represents, as to itself, and its affiliates,  that no agent, broker, investment
banker,  financial advisor or other firm or person is or will be entitled to any
broker's or finder's fee or any other  commission  or similar fee in  connection
with any of the  transactions  contemplated by this  Agreement,  and each of the
Constituent  Corporations  respectively  agrees to indemnify  and hold the other
harmless from and against any and all claims,  liabilities or  obligations  with
respect to any other fees, commissions or expenses asserted by any person on the
basis of any act or  statement  alleged  to have been made by such  party or its
affiliate.

         8.2 Additional Agreements; Reasonable Efforts. Subject to the terms and
conditions  of this  Agreement,  each of the  parties  hereto  agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or cause
to be done, all things necessary,  proper or advisable under applicable laws and
regulations to consummate and make effective the  transactions  contemplated  by
this Agreement, including cooperating fully with the other party. In case at any
time after the  Effective  Time any further  action is  reasonably  necessary or
desirable to carry out the  purposes of this  Agreement or to vest JBE with full
title to all  properties,  assets,  rights and  franchises of  GuildMaster,  the
proper  officers and  directors of each party to this  Agreement  shall take all
such necessary action.

         8.3 Expenses.

                  (a)  "Expenses"  as used in this  Agreement  shall include all
         reasonable  out-of-pocket  expenses (including all fees and expenses of
         counsel,  accountants, and consultants to the party and its affiliates)
         incurred  by  a  party  or  on  its  behalf  in  connection   with  the
         consummation of the transactions contemplated by this Agreement.

                  (b) Except as otherwise provided herein, all Expenses incurred
         by a  party  in  connection  with  or  related  to  the  authorization,
         preparation  and execution of this  Agreement  and the Merger,  and all
         other matters related to the closing of the  transactions  contemplated

                                       33
<PAGE>

         hereby,  including  all fees and  expenses of agents,  representatives,
         counsel  and   accountants   employed  by  either  such  party  or  its
         affiliates,  shall be borne  solely and entirely by the party which has
         incurred the same.

                                   ARTICLE IX
                              CONDITIONS PRECEDENT

         9.1  Conditions to  Obligations  of Decorate and JBE. The obligation of
Decorate  and JBE to effect the Merger are  subject to the  satisfaction  of the
following conditions, unless waived in writing by Decorate:

                  (a)   Representations   and   Warranties.   (i)  Each  of  the
         representations  and  warranties  of  GuildMaster  and the  GuildMaster
         Shareholders set forth in this Agreement,  without giving effect to any
         update to the GuildMaster  Disclosure  Letter or notice to Decorate and
         JBE under Section 6.4 hereof,  shall be true and correct as of the date
         of this Agreement,  and (except to the extent such  representations and
         warranties  speak  as of an  earlier  date) as of the  Closing  Date as
         though made on and as of the Closing  Date,  and (ii)  Decorate and JBE
         shall have  received a  certificate  to such effect signed on behalf of
         GuildMaster by its chief executive officer.

                  (b)  Performance of Obligations  of  GuildMaster.  GuildMaster
         shall have performed in all material  respects each of the  obligations
         required to be performed by it under this  Agreement at or prior to the
         Closing Date, and Decorate and JBE shall have received a certificate to
         such  effect  signed on behalf of  GuildMaster  by its chief  executive
         officer.

                  (c) Consents Under Agreements. GuildMaster shall have obtained
         the consent or approval of each person whose consent or approval  shall
         be required in order to permit the  succession  by JBE  pursuant to the
         Merger to any  obligation,  right or interest of GuildMaster  under any
         loan or credit agreement,  note,  mortgage,  indenture,  lease or other
         agreement or instrument,  except those for which failure to obtain such
         consents and approvals  would not,  individually  or in the  aggregate,
         have  a  GuildMaster  Material  Adverse  Effect,  whether  prior  to or
         following the consummation of the transactions contemplated hereby.

                  (d) No  Material  Adverse  Change.  There  shall  have been no
         material  adverse  change  since  the  date  of this  Agreement  in the
         business,  operations,  prospects or financial condition of GuildMaster
         other than any such change attributable to or resulting from any change
         in law or generally accepted  accounting  principles which impairs both
         GuildMaster  and  Decorate  in  a  substantially  similar  manner,  and
         Decorate  and JBE shall have  received  a  certificate  to such  effect
         signed on behalf of GuildMaster by its chief executive officer.

                  (e) No Proceeding or Litigation.  No material action,  suit or
         proceeding before any court or any governmental or regulatory authority
         shall be pending against Decorate,  JBE,  GuildMaster or any affiliate,
         associate,  officer or director of either of them  seeking to restrain,

                                       34
<PAGE>

         enjoin, prevent, change or rescind the transactions contemplated hereby
         or questioning the validity or legality of any such transactions.

                  (f) No Violation of Securities  Laws. The  consummation of the
         transaction  contemplated hereby will not violate applicable securities
         laws of the United States and applicable states, including Missouri.

         9.2  Conditions  to  Obligations   of   GuildMaster   and   GuildMaster
Shareholders. The obligations of GuildMaster and the GuildMaster Shareholders to
effect the Merger are subject to the  satisfaction of the following  conditions,
unless waived by GuildMaster and the GuildMaster Shareholders:

                  (a)   Representations   and   Warranties.   (i)  Each  of  the
         representations  and  warranties  of Decorate and JBE set forth in this
         Agreement,  without  giving  effect  to  any  update  to  the  Decorate
         Disclosure  Letter or notice to  GuildMaster  pursuant to Section  7.4,
         shall be true and correct as of the date of this  Agreement and (except
         to the extent such  representations  speak as of an earlier date) as of
         the Closing Date as though made on and as of the Closing Date, and (ii)
         GuildMaster  shall have received a certificate to such effect signed on
         behalf of Decorate by their chief executive officers.

                  (b)  Performance of Obligations of Decorate and JBE.  Decorate
         and JBE shall  have  performed  in all  material  respects  each of the
         obligations required to be performed by them under this Agreement at or
         prior to the  Closing  Date,  and  GuildMaster  shall  have  received a
         certificate  to such  effect  signed on behalf of  Decorate  and JBE by
         their chief executive officers.

                  (c)  Consents  Under  Agreements.  Decorate and JBE shall have
         obtained  the  consent or  approval  of each  person  whose  consent or
         approval  shall  be  required  in  connection  with  the   transactions
         contemplated hereby under any loan or credit agreement, note, mortgage,
         indenture,  lease or other  agreement or  instrument,  except those for
         which  failure  to  obtain  such  consents  and  approvals  would  not,
         individually  or in the  aggregate,  have a Decorate  Material  Adverse
         Effect  whether  prior  to  or  following  the   consummation   of  the
         transactions contemplated hereby.

                  (d) No  Material  Adverse  Change.  There  shall  have been no
         material  adverse  change  since  the  date  of this  Agreement  in the
         business,  operations,  prospects or financial condition of Decorate or
         JBE other than any such change  attributable  to or resulting  from any
         change  in law,  or  generally  accepted  accounting  principles  which
         impairs both GuildMaster,  Decorate and JBE in a substantially  similar
         manner,  and  GuildMaster  shall have  received a  certificate  to such
         effect  signed on behalf of Decorate  and JBE by their chief  executive
         officers.

                  (e) No Proceeding or Litigation.  No material action,  suit or
         proceeding before any court or any governmental or regulatory authority
         shall be pending against Decorate, JBE or GuildMaster or any affiliate,
         associate,  officer or  director  or any of them  seeking to  restrain,

                                       35
<PAGE>

         enjoin, prevent, change or resend the transactions  contemplated hereby
         or questioning the validity or legality of any such transactions.

                  (f) No Violation of Securities  Laws. The  consummation of the
         transaction  contemplated hereby will not violate applicable securities
         laws of the United States and applicable states, including Missouri.

                  (g) Employment  Agreements.  The GuildMaster  Shareholders and
         Decorate shall have executed and delivered the employment agreements in
         the form as attached  hereto as Exhibits  "C" and "D",  and made a part
         hereof by this reference.

                  (h)  Repayment  of  Officer  Loan.  As  of  the  date  hereof,
         GuildMaster  is  indebted  to James K.  Parsons  in the  amount of Nine
         Hundred  Twenty-Five  Thousand  Dollars   ($925,000.00)  (the  "Parsons
         Indebtedness").  Concurrent with the Merger, Decorate shall execute and
         deliver to James K. Parsons its  promissory  note in the amount of Nine
         Hundred  Twenty-Five  Thousand  Dollars  ($925,000.00),  in the form as
         attached  hereto  as  Exhibit  "E",  and  made a part  hereof  by  this
         reference (the "Parsons Note").

                                    ARTICLE X
                                   TERMINATION

         10.1 Termination and Abandonment.  This Agreement and the Merger may be
terminated at any time prior to the Effective Time:

                  (a)  by  mutual   agreement  of  the  Board  of  Directors  of
         GuildMaster and Decorate;

                  (b) by Decorate or GuildMaster  (i) if there has been a breach
         in any material respect of any  representation,  warranty,  covenant or
         agreement on the part of  GuildMaster,  on the one hand, or Decorate or
         JBE, on the other hand, as set forth in this Agreement,  or (ii) if the
         representations  and  warranties  of  GuildMaster,  on the one hand, or
         Decorate or JBE, on the other hand,  shall be discovered to have become
         materially untrue in the aggregate; or

                  (c) by Decorate or  GuildMaster  if the Merger  shall not have
         occurred by the close of business on or before sixty (60) days from the
         date hereof (the "Termination Date").

         10.2  Effect  of  Termination.  In the  event  of  termination  of this
Agreement by  GuildMaster  or Decorate as provided in Section 10.1 hereof,  this
Agreement  and the Merger  shall  forthwith  become  void and there  shall be no
liability  or  obligation  on the  part of a  Constituent  Corporation  or their
respective officers or directors except (a) with respect to Sections 8.1 and 8.3
hereof,  and (b) to the extent that such  termination  results  from the willful
breach by a party hereto of any of its representations, warranties, covenants or
agreements set forth in this Agreement.

                                       36
<PAGE>

         10.3  Extension;  Waiver.  At any  time  prior to the  Effective  Time,
Decorate and  GuildMaster,  by action taken or  authorized  by their  respective
Boards of Directors, may, to the extent legally allowed, (i) extend the time for
the  performance  of any of the  obligations  or other  acts of the other  party
hereto, (ii) waive any inaccuracies in the representations and warranties of the
other  contained  herein or in any  document  delivered  by the  other  pursuant
hereto,  and (iii) waive  compliance by the other with any of the  agreements or
conditions  contained herein. Any agreement on the part of a party hereto to any
such  extension  or  waiver  shall  be  valid  only if set  forth  in a  written
instrument signed on behalf of such party.

         10.4 Specific  Performance and Other Remedies.  The parties hereto each
acknowledge  that the  rights  of each  party  to  consummate  the  transactions
contemplated  hereby are special,  unique and of  extraordinary  character,  and
that,  in the event that any party  violates  or fails or refuses to perform any
covenant or agreement made by it herein, the non-breaching  party may be without
an adequate remedy at law. The parties each agree, therefore,  that in the event
that  either  party  violates  or fails or refuses to perform  any  covenant  or
agreement  made by such party herein,  the  non-breaching  party or parties may,
subject to the terms of this  Agreement  and in addition to any  remedies at law
for damages or other  relief,  institute and prosecute an action in any court of
competent  jurisdiction  to enforce  specific  performance  of such  covenant or
agreement or seek any other equitable relief.

                                   ARTICLE XI
                                 INDEMNIFICATION

         11.1  Indemnification  by  GuildMaster  Shareholders.  The  GuildMaster
Shareholders shall indemnify, defend and hold Decorate and JBE harmless from and
against any liability,  loss,  cost,  expense  (including,  without  limitation,
attorney fees) or other damage (collectively  "Losses") incurred by Decorate and
JBE  relating  to,  arising  out of or in  connection  with  any  breach  of any
representation,   warranty  or  covenant  of  GuildMaster  and  the  GuildMaster
Shareholders  contained in this  Agreement.  The  obligations of the GuildMaster
Shareholders  to indemnify and hold  Decorate and JBE harmless  shall be several
and not joint, and shall be in accordance with their proportionate  interests in
GuildMaster  immediately  prior to the  Effective  Time.  In no event  shall the
obligation of the GuildMaster  Shareholders  under this Section 11.1 exceed,  in
the  aggregate,  the  amount  of  Two  Million  Five  Hundred  Thousand  Dollars
($2,500,000.00).

         11.2  Indemnification  by  Decorate  and JBE.  Decorate  and JBE  shall
indemnify,  defend and hold the  GuildMaster  Shareholders  from and against any
Losses incurred by the GuildMaster  Shareholders  relating to, arising out of or
in  connection  with any breach of any  representation,  warranty or covenant of
Decorate or JBE contained in this Agreement. In no event shall the obligation of
Decorate and JBE under this Section 11.2 exceed, in the aggregate, the amount of
Two Million Five Hundred Thousand Dollars ($2,500,000.00).

         11.3   Indemnification    Procedure.   If   any   party   entitled   to
indemnification  hereunder (each, an "Indemnified Party") receives notice of any
claim or the  commencement of any action or proceeding with respect to which the
other party (each, an "Indemnifying  Party") is obligated to indemnify  pursuant
hereto,  the Indemnified Party shall promptly give the Indemnifying Party notice

                                       37
<PAGE>

thereof.  Such notice shall  describe the claim in  reasonable  detail and shall
indicate the amount (estimated if necessary) of the loss that has been or may be
sustained by the Indemnified  Party in connection  therewith.  The  Indemnifying
Party may elect to compromise or defend, at the Indemnifying Party's own expense
and by the  Indemnifying  Party's own  counsel,  any such matter  involving  the
asserted liability of the Indemnified Party. If the Indemnifying Party elects to
compromise or defend such asserted  liability,  it shall within thirty (30) days
(or sooner,  if the nature of the asserted  liability  so  requires)  notify the
Indemnified  Party of its  intent  to do so,  and the  Indemnified  Party  shall
cooperate,  at the expense of the  Indemnifying  Party, in the compromise of, or
defense against,  any such asserted  liability.  If: (a) the Indemnifying  Party
elects not to  compromise  or defend  against the  asserted  liability;  (b) the
Indemnified  Party reasonably  determines that the Indemnifying  Party's counsel
has a conflict of interest with the Indemnified  Party or that the  Indemnifying
Party  or  its  counsel  is not  diligently  defending  the  claim;  or (c)  the
Indemnifying  Party  fails to notify the  Indemnified  Party of its  election to
compromise  or defend  such  asserted  liability  as provided  herein,  then the
Indemnified  Party may,  if acting in  accordance  with its good faith  business
judgment,  pay, compromise or defend such asserted liability at the Indemnifying
Party's expense,  and such settlement shall be binding on the Indemnifying Party
for  purposes of this  Agreement.  Notwithstanding  the  foregoing,  neither the
Indemnifying  Party or the Indemnified  Party may settle or compromise any claim
over the  reasonable  good  faith  objection  of the other.  In any  event,  the
Indemnifying  Party and the Indemnified Party may each  participate,  at its own
expense,  in the defense against the claim. If the Indemnifying Party chooses to
defend any claim, the Indemnified Party shall make available to the Indemnifying
Party  any  books,  records  or other  documents  within  its  control  that are
necessary or appropriate for such defense.

         11.4  Indemnification  Limits.  The  Indemnified  Party  shall  not  be
entitled  to any  indemnification  under  this  Agreement  for any breach of any
representation  or  warranty  unless  and  until  the  claim  or  claims  by the
Indemnified  Party for any and all  claims,  liabilities,  obligations,  losses,
costs,  expenses,  penalties,  fines  and  damages  to  be  indemnified  by  the
Indemnifying  Party pursuant to this  Agreement for breaches of  representations
and warranties  exceed an aggregate of Ten Thousand  Dollars  ($10,000.00),  but
shall thereafter be entitled to indemnification  for the full amount of any such
claim or claims,  including the first Ten Thousand Dollars  ($10,000.00) of such
claim or claims.

                                   ARTICLE XII
                               GENERAL PROVISIONS

         12.1  Survival  of  Representations,  Warranties  and  Agreements.  The
covenants  and  agreements  of the  parties  set forth  herein  to be  performed
following the Effective Time shall survive the Effective Time and remain in full
force and effect until  performed or waived by the  appropriate  parties hereto.
The representations and warranties contained in this Agreement shall survive the
execution  and  delivery  of this  Agreement,  but only to the extent  specified
below:

                  (a)   Except   as  set  forth  in  clause   (b)   below,   the
         representations  and warranties shall survive for a period of three (3)
         years following the Closing Date; and

                                       38
<PAGE>

                  (b) The representations  and warranties  contained in Sections
         4.6(b),   4.8,  4.13,  5.6(b),  5.8  and  5.13  shall  survive  without
         limitation.

         12.2 Notices. All notices and other  communications  hereunder shall be
in writing and shall be deemed given if delivered  personally  or by  nationally
recognized  overnight  courier service,  telecopied (with receipt  confirmed) or
mailed by registered or certified mail (return receipt requested) to the parties
at the  following  addresses  (or at such other  address for a party as shall be
specified by like notice):

                  (a) if to GuildMaster or the GuildMaster Shareholders:

                                               GuildMaster, Inc.
                                               211 South Union Street, Suite F
                                               Springfield, MO  65802



                  (b) if to Decorate or JBE:

                                               Decorate, Inc.
                                               211 South Union Street, Suite F
                                               Springfield, MO  65802

         12.3  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other  parties,  it being  understood  that all
parties need not sign the same counterpart.

         12.4 Entire  Agreement;  No Third Party  Beneficiaries.  This Agreement
(including the documents and the instruments referred to herein) (a) constitutes
the entire  agreement and  supersedes all prior  agreements and  understandings,
both  written and oral,  among the parties  with  respect to the subject  matter
hereof (b) except as expressly  provided herein,  is not intended to confer upon
any person other than the parties hereto any rights or remedies hereunder.

         12.5  Amendment.  This  Agreement  may  not  be  amended,  modified  or
supplemented except by written agreement by the parties hereto.

         12.6 Governing  Law. This Agreement  shall be governed and construed in
accordance with the laws of the State of Missouri.

         12.7  Publicity.  The parties  hereto agree that they will consult with
each  other  concerning  any  proposed  press  release  or  public  announcement
pertaining  to the Merger  and use their best  efforts to agree upon the text of
such press release or public announcement prior to the publication of such press
release or the making of such public announcement.

         12.8  Assignment.  Neither  this  Agreement  nor  any  of  the  rights,
interests  or  obligations  hereunder  shall be  assigned  by any of the parties
hereto  (whether by operation  of law or  otherwise)  without the prior  written
consent  of the other  parties;  except  that  Decorate  may  assign  its rights
hereunder  to  any  financial  institution  (and  its  successors  and  assigns)
extending credit to Decorate in connection with this transaction. Subject to the

                                       39
<PAGE>

preceding sentence, this Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and their respective successors and assigns.

         12.9  Knowledge  of  the  Parties.   Wherever  in  this  Agreement  any
representation  or warranty is made upon the knowledge of a party hereto that is
not an  individual,  such  knowledge  shall  include  the  knowledge,  after due
inquiry,  of any executive  officer of such party or an executive officer of any
subsidiary thereof.

         12.10 Confidentiality.  Except for information that is available to the
public, all information  concerning GuildMaster and its customers made available
to or in the possession of Decorate or JBE shall be kept as confidential. Except
for  information  that is available to the public,  all  information  concerning
Decorate and JBE, and their  customers made available to or in the possession of
GuildMaster shall be kept as confidential.

         IN WITNESS  WHEREOF,  the  Constituent  Corporations  have  caused this
Agreement to be signed by their respective  officers  thereunto duly authorized,
and the GuildMaster  Shareholders  have executed this  Agreement,  all as of the
date first written above.



(Corporate Seal)                             GUILDMASTER, INC.

ATTEST:

                                              By
-----------------------------                    -------------------------------
Secretary/Assistant Secretary
                                                        "GuildMaster"




                                              JB EXPRESS, INC.


                                              By
                                                 ------------------------------

                                                           "JBE



                                       40
<PAGE>


(Corporate Seal)                              DECORATE, INC.

ATTEST:
                                              By
-----------------------------                    ------------------------------
Secretary/Assistant Secretary
                                                           "Decorate"


                                              ----------------------------------
                                              James K. Parsons


                                              ----------------------------------
                                              Ellen L. Parsons


                                              ----------------------------------
                                              Jon T. Baker


                                                 "GuildMaster Shareholders"


                                       41
<PAGE>

                                   EXHIBIT "A"


TO:      MATT BLUNT
         Secretary of State
         State of Missouri
         Corporations Division
         P.O. Box 778
         Jefferson City, MO  65102


                     ARTICLES OF MERGER OF GUILDMASTER, INC.
                              INTO JB Express, INC.


         Pursuant to the provisions of The General and Business  Corporation Law
of Missouri,  GuildMaster,  Inc., a Missouri corporation  ("GuildMaster") and JB
Express,  Inc.,  also  a  Missouri  corporation  ("JBE")  (GuildMaster  and  JBE
hereinafter   sometimes   referred   to   collectively   as   the   "Constituent
Corporations") certify the following:

         1.  GuildMaster  is hereby merged with and into JBE, so that JBE is the
surviving corporation. The name of the surviving corporation is JB Express, Inc.

         2. The Board of Directors of each of the Constituent  Corporations  has
met, and by resolution adopted by a majority vote of the members of such Boards,
have approved the Plan of Merger as set forth in these Articles.

         3. The Plan of Merger thereafter was submitted to a vote at the meeting
of the shareholders of each of the Constituent Corporations, and at such meeting
the following votes were recorded:

                  (a) GuildMaster has outstanding 50,000 shares of common stock,
         par  value  $1.00  per  share,   and  has  no  other  shares  of  stock
         outstanding.  All of its shares of common stock were voted for the Plan
         of Merger and none of its shares of common stock was voted  against the
         Plan of Merger.

                  (b) JBE has outstanding 500 shares of common stock,  par value
         $.01 per share,  and has no other shares of stock  outstanding.  All of
         its  shares of common  stock were voted for the Plan of Merger and none
         of its shares of common stock was voted against the Plan of Merger.

         4. The Plan of Merger consists of the following:

                  (a) JB Express, Inc., a Missouri corporation, is the surviving
         corporation.

                                      A-1
<PAGE>

                  (b)  All of  the  property,  rights,  privileges,  leases  and
         patents of GuildMaster are to be transferred to and become the property
         of  JBE,  the  survivor.   The  officers  and  Board  of  Directors  of
         GuildMaster  and JBE are  authorized to execute all deeds,  assignments
         and  documents of every nature that may be needed to  effectuate a full
         and complete transfer of ownership.

                  (c) The officers and Board of Directors of JBE shall  continue
         in office until their  successors are duly elected and qualified  under
         the provisions of the By-Laws of the surviving corporation.

                  (d) Each share of common  stock of JBE issued and  outstanding
         immediately  prior to the merger  shall remain  issued and  outstanding
         from and after the merger.

                  (e) JBE is the wholly owned  subsidiary  of Decorate,  Inc., a
         Missouri  corporation  ("Decorate").  Each share of GuildMaster  common
         stock issued and outstanding  shall cease to be outstanding,  and shall
         be  automatically  cancelled and retired and shall cease to exist,  and
         shall be converted  into and exchanged for the right to receive  common
         stock of Decorate, fully paid and nonassessable,  and a promissory note
         from Decorate, as follows:

                           (i) With  respect to 7,500  shares of common stock of
                  GuildMaster  held  by Jon  T.  Baker,  he  shall  receive  the
                  promissory  note  of  Decorate  in  the  principal  amount  of
                  $375,000.00 ($50.00 per share); and

                           (ii) With  respect to the balance of shares of common
                  stock of GuildMaster  held by the shareholders of GuildMaster,
                  said  GuildMaster  shareholders  shall receive 5.252 shares of
                  common stock of Decorate for each share of GuildMaster  common
                  stock.

         5. The Articles of Incorporation  of the surviving  corporation are not
amended.

         IN WITNESS  WHEREOF,  these  Articles of Merger  have been  executed in
duplicate by the aforementioned  corporations as of the day and year hereinafter
acknowledged.

                                      A-2
<PAGE>

                                         GUILDMASTER, INC.
(CORPORATE SEAL)

                                         By:
                                            -----------------------------------
ATTEST:                                        [Signature]                Date


---------------------------------        ---------------------------------------
Secretary/Assistant Secretary                     [Print or Type Name]


                                         ---------------------------------------
                                                         [Title]


                                                       "GuildMaster"



                                                     JB EXPRESS, INC.
(CORPORATE SEAL)


ATTEST:                                  By:
                                            -----------------------------------
                                               [Signature]                Date

---------------------------------        ---------------------------------------
Secretary/Assistant Secretary                     [Print or Type Name]


                                         ---------------------------------------
                                                         [Title]


                                                           "JBE"

STATE OF MISSOURI          )
                           )  ss.
COUNTY OF __________       )

         I,  __________________________________________,  a  notary  public,  do
hereby  certify  that on the _____ day of  _________________,  2001,  personally
appeared  before  me  __________________________________,  who being by me first
duly sworn,  declared that he is the President of GuildMaster,  Inc., a Missouri
corporation,  that he signed the  foregoing  documents  as the  President of the
Corporation, and that the statements therein contained are true.



                                           ------------------------------------
                                                       Notary Public
My commissions expires:

-----------------------

                                      A-3
<PAGE>

STATE OF MISSOURI          )
                           )  ss.
COUNTY OF __________       )

         I,  __________________________________________,  a  notary  public,  do
hereby  certify  that on the _____ day of  _________________,  2001,  personally
appeared  before  me  __________________________________,  who being by me first
duly sworn,  declared that he is the  President of JB Express,  Inc., a Missouri
corporation,  that he signed the  foregoing  documents  as the  President of the
Corporation, and that the statements therein contained are true.


                                           ------------------------------------
                                                       Notary Public
My commissions expires:


-----------------------

                                      A-4
<PAGE>

                                   EXHIBIT "B"


$375,000.00                                                Springfield, Missouri
                                                                 May _____, 2001

                                 PROMISSORY NOTE


         FOR  VALUE  RECEIVED,  the  undersigned,  Decorate,  Inc.,  a  Missouri
corporation  (hereinafter "Borrower") hereby promises to pay to the order Jon T.
Baker (hereinafter "Creditor"),  the principal sum of Three Hundred Seventy-Five
Thousand  Dollars  ($375,000.00),  with interest thereon from the date hereof at
the rate per annum 1% in excess of the prime  rate as quoted in The Wall  Street
Journal  (the  "Prime  Rate"),  said rate to change as and when said  Prime Rate
changes, on the ______ day of May, 2002.

         All payments  received with respect to this Note shall first be applied
to interest accrued on the principal balance, and the remainder shall be applied
to principal.

         Borrower  hereby  waives  presentment,  demand for  payment,  notice of
dishonor,  and all other  notices and demands in  connection  with the delivery,
acceptance, performance, default or endorsement of this Note.

         In  the  event  of  default,  Borrower  agrees  to  pay  all  costs  of
collection,  including a reasonable  attorney fee, if this Note is placed in the
hands of an attorney for collection or if suit is filed thereon.

         Borrower  shall have the  privilege of making cash payments in addition
to those called for in this Note at any time without penalty.

         Payments   on  this   Note   shall   be  paid   to  the   Creditor   at
_____________________,  or such other  address as he or any other holder of this
Note may direct in writing.

         Pursuant to RSMo.ss.  432.045,  the Creditor hereby gives the following
notice to the Borrower:

                  "Oral  agreements or commitments to loan money,  extend credit
         or to forebear from enforcing repayment of a debt including promises to
         extend  or  renew  such  debt  are  not  enforceable.  To  protect  you
         (borrower(s))    and   us   (creditor)   from    misunderstanding    or
         disappointment,  any  agreements  we reach  covering  such  matters are
         contained  in  this  writing,  which  is  the  complete  and  exclusive
         statement of the agreement  between us, except as we may later agree in
         writing to modify it."

                                      B-1
<PAGE>

         IN WITNESS WHEREOF, the Borrower, by its duly authorized officers,  has
executed this Note as of the _______ day of May, 2001.



                                                 DECORATE, INC.


                                                 By:
                                                     --------------------------


                                      B-2
<PAGE>

                                   EXHIBIT "C"

                              EMPLOYMENT AGREEMENT

         This   Agreement   ("Agreement")   is   made   this   ______   day   of
_________________,  2001, by and between Decorate,  Inc., a Missouri corporation
("Corporation"), and Jon T. Baker ("Employee").

         WHEREAS,  the Corporation is engaged in the manufacturing and marketing
of innovative and  fashion-forward  decorative  accessories,  accent  furniture,
lamps and wall decor; and

         WHEREAS,  in accordance  with the provisions of that certain  Agreement
and Plan of Merger  dated May _____,  2001,  by and among  GuildMaster,  Inc., a
Missouri  corporation  ("GuildMaster"),  JB Express,  Inc., a subsidiary  of the
Corporation ("JBE"),  James K. Parsons,  Ellen L. Parsons, Jon T. Baker, and the
Corporation,  of even date herewith,  GuildMaster  has merged with and into JBE,
and following the merger JBE shall operate the business conducted by GuildMaster
prior to the merger; and

         WHEREAS, the Corporation desires to retain the services of the Employee
in the capacity of its President;

         NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

         Section 1.  Employment.  The Corporation  agrees to employ the Employee
and the Employee agrees to accept the employment described in this Agreement.

         Section  2.  Duties.  The  Employee  shall  serve as  President  of the
Corporation,  with such duties as are customarily associated with such position.
The Employee shall be responsible for day-to-day operations, strategic planning,
and implementation of the Corporation's business.

                                      C-1
<PAGE>

         Section 3. Extent of Services.  The Employee  shall devote the majority
of his working time,  attention,  and energies to the  performance of his duties
described herein.  The Employee shall at all times faithfully and to the best of
his  ability  perform  his duties  under  this  Agreement.  The duties  shall be
rendered at the Corporation's office in Springfield,  Missouri, or at such other
place or  places  and at such  times as the  needs of the  Corporation  may from
time-to-time dictate.

         Section  4.  Term.   The  Term  of  this   Agreement   shall  begin  on
__________________,  2001 ("Effective Date"), and shall continue for a three (3)
year period (the "Term").  The parties presently  anticipate that the employment
relationship  may  continue  beyond  this  three (3) year  term,  however,  this
Agreement shall not give the Employee any enforceable right to employment beyond
this Term.

         Section 5.  Compensation.

         5.1 Base  Compensation.  The Employee will receive a base salary of One
Hundred Sixty Thousand Dollars  ($160,000.00)per  year, payable in equal monthly
installments during the Term of this Agreement. Bonuses will be paid, if at all,
in the sole discretion of the Board of Directors.

         5.2.  Benefits.  The Employee and his  immediate  family shall  receive
medical  insurance and other fringe benefits  provided to full time employees of
the Corporation.

         5.3  Expenses.   The  Corporation  shall  reimburse  the  Employee  for
reasonable  out-of-pocket  expenses  incurred by the Employee in fulfilling  his
duties.  The  Corporation  shall  provide  the  Employee  with  suitable  office
facilities, equipment, supplies and staff.

         5.4 Equity  Compensation.  In the event the Employee is employed by the
Corporation  pursuant  to the terms of this  Agreement  as of the  second  (2nd)
anniversary   date  of  this   Agreement   (hereinafter   referred   to  as  the
"Determination  Date"), as of the Determination Date the Corporation shall issue

                                      C-2
<PAGE>

to the  Employee  shares  of Common  Stock of the  Corporation,  fully  paid and
non-assessable  ("Bonus  Shares") having a market value as of the  Determination
Date of not less than the following  amounts,  based upon the cumulative pre-tax
profits of JBE as of the Determination Date:

--------------------------------------- --------------------------------------
Cumulative Pre-Tax Profits of JBE        Market Value of Bonus Shares
as of Determination Date                 to be Issued to Employee
--------------------------------------- --------------------------------------

Less than $700,000.00                          -0-
--------------------------------------- --------------------------------------

$700,000.00 - $899,999.00                  $100,000.00
--------------------------------------- --------------------------------------

$900,000.00 - $1,099,999.00                $150,000.00
--------------------------------------- --------------------------------------

$1,100,000.00 or More                      $250,000.00
--------------------------------------- --------------------------------------

         The issuance of the Bonus  Shares to the Employee  shall be governed by
the following general terms and conditions:

                  5.4.1 Bonus  Shares  shall be promptly  issued to the Employee
         after the Determination  Date and a certificate or certificates for the
         Bonus Shares shall be issued in the Employee's name. The Employee shall
         thereupon be a  shareholder  of all of the shares  represented  by said
         certificate or certificates. As such, the Employee will have all of the
         rights of a  shareholder  with  respect to such shares,  including  the
         right to vote them and to receive all dividends and other distributions
         with respect to them.

                  5.4.2  In the  event  that as of the  Determination  Date  the
         shares of the same  class as the  Bonus  Shares  are then  listed on an
         exchange,  the Corporation shall take such action as shall be necessary
         to cause any Bonus Shares  issued  pursuant to this  Agreement  and not
         previously  listed on said exchange to be listed on said exchange.  The

                                      C-3
<PAGE>

         Corporation  may require  that,  in  acquiring  any Bonus  Shares,  the
         Employee  agree  with,  and  represent  to,  the  Corporation  that the
         Employee is acquiring  such Bonus Shares for the purpose of  investment
         and with no present  intent to transfer,  sell or otherwise  dispose of
         such shares except for such  distribution by a legal  representative as
         shall be required by will or the laws of any jurisdiction in winding up
         the  estate  of  the  Employee.   Such  shares  shall  be  transferable
         thereafter   only  if,  in  the  opinion  of  counsel   (who  shall  be
         satisfactory to the  Corporation),  such transfer at such time complies
         with applicable securities laws.

                  5.4.3  The  cumulative   pre-tax  profits  of  JBE  means  the
         non-consolidated  gross income of JBE through all periods commencing as
         of  the  merger  of  GuildMaster   into  JBE,  and  ending  as  of  the
         Determination  Date,  less all  administrative,  selling and  operating
         expenses  of  every  character   allocable  to  JBE  as  determined  in
         accordance with generally accepted accounting principals,  consistently
         applied.  The determination of the certified public  accountants of the
         Corporation  as to the  cumulative  pre-tax  profits  of JBE  shall  be
         conclusive and binding upon the Corporation and the Employee.

                  5.4.4  In the  event  that as of the  Determination  Date  the
         shares of the same  class as the  Bonus  Shares  are then  listed on an
         exchange,  the "market  value" of the Bonus  Shares to be issued to the
         employee  shall be the  purchase  price on the  NASDAQ for the ten (10)
         days preceding the Determination  Date, or if not then traded or listed
         on that system,  on the securities  trading system or stock exchange on
         which the stock is then primarily traded or listed;  or if the stock is
         not traded or listed on an exchange  the average of the  reported  high
         and low price on the Determination Date.

                  5.4.5 If the  Employee  dies prior to the  Determination  Date
         while in the employ of the Corporation,  the Corporation shall issue to
         his estate (or  designated  beneficiary  as provided  in Section  5.4.6

                                      C-4
<PAGE>

         hereof) following the Determination Date a prorata portion of the Bonus
         Shares  which would have been issued to the  Employee  had the Employee
         remained employed by the Corporation until the Determination  Date. The
         prorata  portion shall be  determined  by a fraction,  the numerator of
         which shall be the number of months the  Employee  was  employed by the
         Corporation between the date hereof and the Determination Date, and the
         denominator  of which  shall be the number of months  between  the date
         hereof and the Determination Date.

                  5.4.6 The Employee may file with the Corporation a designation
         of a  beneficiary  or  beneficiaries  on a form to be  provided  by the
         Corporation,  which  designation  may  be  changed  or  revoked  by the
         Employee's sole action, provided that the change or revocation is filed
         with the  Corporation  on a form  provided  by it. In the  event  Bonus
         Shares  are  issuable  to  the  Employee  pursuant  to  the  terms  and
         conditions  of this  Agreement,  but the  Employee  dies  prior  to the
         issuance  of the Bonus  Shares,  any  Bonus  Shares to be issued to the
         Employee  may be  delivered  to the  beneficiary  or  beneficiaries  so
         designated by the Employee or, if no beneficiary has been designated or
         survives the Employee, shall be delivered to, or in accordance with the
         directions of, the surviving spouse of the Employee, or, if there is no
         surviving spouse, the personal representative of the Employee's estate.

         Section 6. Termination.

         6.1 For Cause. The Corporation may terminate the Employee's  employment
at any time "for cause" with immediate effect upon delivering  written notice to
the Employee.  For purposes of this  Agreement,  "for cause" shall include:  (a)
embezzlement,  theft, larceny, material fraud, or other acts of dishonesty;  (b)
conviction of or entrance of a plea of guilty or nolo  contendere to a felony or

                                      C-5
<PAGE>

other crime which has or may have a material  adverse  effect on the  Employee's
ability to carry out his duties under this  Agreement or upon the  reputation of
the  Corporation;  and  (c)  any  material  breach  of  any  of  the  Employee's
obligations  hereunder not cured within  fifteen (15) days after written  notice
thereof to Employee.  Upon  termination for cause,  the  Corporation's  sole and
exclusive obligation will be to pay the Employee his compensation earned through
the  date  of  termination,  and  the  Employee  shall  not be  entitled  to any
compensation after the date of termination.

         6.2 Upon Death. In the event of the Employee's death during the Term of
this  Agreement,  the  Corporation  shall be obligated to pay to the  Employee's
spouse, if living, or their beneficiary as directed in writing by Employee,  the
full amount of compensation due under the balance of the Term of this Agreement,
whether earned or not. Employee's  compensation for the full three (3) year Term
shall be secured by  Corporation in the event of employee's  death,  through the
acquisition of a Key-Man Life Insurance Policy (the "Policy") on the life of the
Employee with the  Corporation as beneficiary in a death benefit amount not less
than the  compensation  still unpaid for the  remainder of the Term.  The Policy
shall be secured from a not less than AA rated  Insurance  Company as determined
by the Standard & Poors rating system.  All expenses  associated with the Policy
shall be paid by the  Corporation.  Payment of the full  compensation due in the
event of death shall be paid within ninety (90) days of Employee's death.

         6.3 Upon  Disability.  The  Corporation  may terminate  the  Employee's
employment upon the Employee's total disability. The Employee shall be deemed to
be totally  disabled if he is unable to perform his duties under this  Agreement
by reason of mental or physical  illness or  accident  for a period of three (3)
consecutive months. Upon termination by reason of the Employee's disability, the

                                      C-6
<PAGE>

Corporation shall be obligated to pay to Employee all remaining compensation due
to Employee over the full term of this  Agreement  whether earned or not earned.
Payment of such compensation shall be made to Employee at such times as would be
paid if Employee were not disabled and still employed (i.e. monthly installments
over the remaining term of this Agreement).

         6.4  Without  Cause.  The  Corporation  may  terminate  the  Employee's
employment  without cause at any time during the term of this Agreement,  and in
such event,  Corporation  shall be obligated  to pay to Employee  all  remaining
compensation due to Employee over the full Term of this Agreement whether earned
or not earned, within thirty (30) days from Termination.

         6.5  Voluntary   Termination   by  Employee.   In  the  event  Employee
voluntarily  terminates his employment with Corporation  during the Term of this
Agreement,  the Corporation's  sole and exclusive  obligation will be to pay the
Employee his compensation earned through the date of Termination.

         Section 7. Covenant Not to Compete.

         7.1 Covenant.  During Employee's employment with Corporation and in the
event Employee voluntarily terminates his employment with Corporation during the
Term of this  Agreement,  for a period  of two (2) years  after the  termination
date, the Employee shall not:

                  7.1.1  directly or  indirectly,  either  individually  or as a
         principal,  partner, agent, employee, employer, joint venturer, or as a
         director or officer of any corporation or association,  or in any other
         manner or  capacity  whatsoever,  engage in,  assist or have any active
         interest in a business located anywhere in the United States of America
         that  engages in the  manufacturing  or  importing  of  innovative  and
         fashion-forward  decorative  accessories,  accent furniture,  lamps and
         wall decor, or that otherwise competes with or is substantially similar

                                      C-7
<PAGE>

         in concept,  design,  format, or otherwise to the business conducted by
         Corporation  on the date  hereof or at any time during the term of this
         covenant,  or that provides goods or services,  purchases from, or does
         business in any manner with Corporation.

                  7.1.2  directly or  indirectly,  either  individually  or as a
         principal,  partner, agent, employee, employer, joint venturer, or as a
         director or officer of any corporation or association,  or in any other
         manner or  capacity  whatsoever,  (a) divert or attempt to divert  from
         Corporation  any  business  with any  customer  or  account  with which
         Employee  had  any  contact  or   association,   which  was  under  the
         supervision  of  Employee,  or the  identity  of which was  learned  by
         Employee as a result of Employee's employment with the Corporation;  or
         (b)   induce   any   salesperson,    distributor,   supplier,   vendor,
         manufacturer,  representative, agent jobber or other person transacting
         business  with the  Corporation,  or to  represent,  distribute or sell
         services or products in  competition  with  services or products of the
         Corporation;  or (c) induce or cause any employee of the Corporation to
         leave the employ of the Corporation.

         Section 8. Waiver.  The waiver by the  Corporation of the breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee.

         Section 9.  Notices.  Any  notices  permitted  or  required  under this
Agreement  shall  be  deemed  given  upon  the  date  of  personal  delivery  or
forty-eight  (48) hours after deposit in the United  States mail,  postage fully
prepaid, return receipt requested, addressed to the Corporation at:

         Decorate, Inc.
         211 South Union Street, Suite F
         Springfield, Missouri  65802

                                      C-8
<PAGE>

and addressed to the Employee at:

         Jon T. Baker
         __________________________
         __________________________

or at any other address as any party may, from time to time, designate by notice
given in compliance with this Section.

         Section  10. Law  Governing.  This  Agreement  shall be governed by and
construed in accordance with the laws of the State of Missouri.

         Section  11.  Titles  and  Captions.  All  section  titles or  captions
contained in this  Agreement  are for  convenience  only and shall not be deemed
part of the context nor effect the interpretation of this Agreement.

         Section  12.  Entire  Agreement.  This  Agreement  contains  the entire
understanding   between  and  among  the  parties  and   supersedes   any  prior
understandings  and agreements  among them respecting the subject matter of this
Agreement.

         Section 13. Agreement Binding. This Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.

         Section 14. Attorney Fees. In the event an arbitration,  suit or action
is brought by any party under this Agreement to enforce any of its terms,  or in
any appeal  therefrom,  it is agreed that the prevailing party shall be entitled
to reasonable attorneys fees to be fixed by the arbitrator,  trial court, and/or
appellate court.

         Section  15.  Computation  of Time.  In  computing  any  period of time
pursuant to this Agreement,  the day of the act, event or default from which the
designated  period  of time  begins  to run  shall be  included,  unless it is a
Saturday, Sunday, or legal holiday, in which event the period shall begin to run

                                      C-9
<PAGE>

on the next day which is not a Saturday, Sunday or legal holiday, in which event
the  period  shall run until the end of the next day  thereafter  which is not a
Saturday, Sunday, or legal holiday.

         Section 16.  Pronouns  and Plurals.  All  pronouns  and any  variations
thereof shall be deemed to refer to the masculine,  feminine,  neuter, singular,
or plural as the identity of the person or persons may require.

         Section 17.  Presumption.  This Agreement or any section  thereof shall
not be  construed  against any party due to the fact that said  Agreement or any
section thereof was drafted by said party.

         Section 18.  Further  Action.  The  parties  hereto  shall  execute and
deliver all documents, provide all information and take or forbear from all such
action as may be  necessary  or  appropriate  to achieve  the  purposes  of this
Agreement.

         Section 19.  Parties in Interest.  Nothing herein shall be construed to
be the benefit of any third party,  nor is it intended that any provision  shall
be for the benefit of any third party.

         Section 20. Savings Clause. If any provision of this Agreement,  or the
application  of such  provision  of any  person or  circumstance,  shall be held
invalid,  the remainder of this Agreement,  or the application of such provision
to persons  or  circumstances  other than those as to which it is held  invalid,
shall not be affected thereby.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

                                      C-10
<PAGE>

                                       DECORATE, INC.


                                       By:
                                       -----------------------------------------

                                                        "Corporation"


                                       -----------------------------------------
                                        Jon T. Baker

                                                        "Employee"


                                      C-11
<PAGE>

                                   EXHIBIT "D"

                              EMPLOYMENT AGREEMENT

         This   Agreement   ("Agreement")   is   made   this   ______   day   of
_________________,  2001, by and between Decorate,  Inc., a Missouri corporation
("Corporation"), and James K. Parsons ("Employee").

         WHEREAS,  the Corporation is engaged in the manufacturing and marketing
of innovative and  fashion-forward  decorative  accessories,  accent  furniture,
lamps and wall decor; and

         WHEREAS,  in accordance  with the provisions of that certain  Agreement
and Plan of Merger  dated May _____,  2001,  by and among  GuildMaster,  Inc., a
Missouri  corporation  ("GuildMaster"),  JB Express,  Inc., a subsidiary  of the
Corporation ("JBE"),  James K. Parsons,  Ellen L. Parsons, Jon T. Baker, and the
Corporation,  of even date herewith,  GuildMaster  has merged with and into JBE,
and following the merger JBE shall operate the business conducted by GuildMaster
prior to the merger; and

         WHEREAS, the Corporation desires to retain the services of the Employee
in the capacity of its Vice-President;

         NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

         Section 1.  Employment.  The Corporation  agrees to employ the Employee
and the Employee agrees to accept the employment described in this Agreement.

         Section 2. Duties.  The Employee  shall serve as Vice  President of the
Corporation,  with such duties as are customarily associated with such position.
The Employee shall be responsible for product  development,  strategic planning,
and implementation of the Corporation's business.

                                      D-1
<PAGE>

         Section 3. Extent of Services.  The Employee  shall devote the majority
of his working time,  attention,  and energies to the  performance of his duties
described herein.  The Employee shall at all times faithfully and to the best of
his  ability  perform  his duties  under  this  Agreement.  The duties  shall be
rendered at the Corporation's office in Springfield,  Missouri, or at such other
place or  places  and at such  times as the  needs of the  Corporation  may from
time-to-time dictate.

         Section  4.  Term.   The  Term  of  this   Agreement   shall  begin  on
__________________,  2001 ("Effective Date"), and shall continue for a three (3)
year period (the "Term").  The parties presently  anticipate that the employment
relationship  may  continue  beyond  this  three (3) year  term,  however,  this
Agreement shall not give the Employee any enforceable right to employment beyond
this Term.

         Section 5. Compensation.

         5.1 Base  Compensation.  The Employee will receive a base salary of One
Hundred Forty Thousand Dollars  ($140,000.00) per year, payable in equal monthly
installments during the Term of this Agreement. Bonuses will be paid, if at all,
in the sole discretion of the Board of Directors.

         5.2.  Benefits.  The Employee and his  immediate  family shall  receive
medical  insurance and other fringe benefits  provided to full time employees of
the Corporation.

         5.3  Expenses.   The  Corporation  shall  reimburse  the  Employee  for
reasonable  out-of-pocket  expenses  incurred by the Employee in fulfilling  his
duties.  The  Corporation  shall  provide  the  Employee  with  suitable  office
facilities, equipment, supplies and staff.

         5.4 Equity  Compensation.  In the event the Employee is employed by the
Corporation  pursuant  to the terms of this  Agreement  as of the  second  (2nd)
anniversary   date  of  this   Agreement   (hereinafter   referred   to  as  the
"Determination  Date"), as of the Determination Date the Corporation shall issue

                                      D-2
<PAGE>

to the  Employee  shares  of Common  Stock of the  Corporation,  fully  paid and
non-assessable  ("Bonus  Shares") having a market value as of the  Determination
Date of not less than the following  amounts,  based upon the cumulative pre-tax
profits of JBE as of the Determination Date:

------------------------------------- ------------------------------------------
Cumulative Pre-Tax Profits JBE as            Market Value of Bonus Shares to be
of Determination Date                         Issued to Employee
------------------------------------- ------------------------------------------

Less than $700,000.00                             -0-
------------------------------------- ------------------------------------------

$700,000.00 - $899,999.00                     $100,000.00
------------------------------------- ------------------------------------------

$900,000.00 - $1,099,999.00                   $150,000.00
------------------------------------- ------------------------------------------

$1,100,000.00 or More                         $250,000.00
------------------------------------- ------------------------------------------

         The issuance of the Bonus  Shares to the Employee  shall be governed by
the following general terms and conditions:

                  5.4.1 Bonus  Shares  shall be promptly  issued to the Employee
         after the Determination  Date and a certificate or certificates for the
         Bonus Shares shall be issued in the Employee's name. The Employee shall
         thereupon be a  shareholder  of all of the shares  represented  by said
         certificate or certificates. As such, the Employee will have all of the
         rights of a  shareholder  with  respect to such shares,  including  the
         right to vote them and to receive all dividends and other distributions
         with respect to them.

                  5.4.2  In the  event  that as of the  Determination  Date  the
         shares of the same  class as the  Bonus  Shares  are then  listed on an
         exchange,  the Corporation shall take such action as shall be necessary
         to cause any Bonus Shares  issued  pursuant to this  Agreement  and not
         previously  listed on said exchange to be listed on said exchange.  The

                                      D-3
<PAGE>

         Corporation  may require  that,  in  acquiring  any Bonus  Shares,  the
         Employee  agree  with,  and  represent  to,  the  Corporation  that the
         Employee is acquiring  such Bonus Shares for the purpose of  investment
         and with no present  intent to transfer,  sell or otherwise  dispose of
         such shares except for such  distribution by a legal  representative as
         shall be required by will or the laws of any jurisdiction in winding up
         the  estate  of  the  Employee.   Such  shares  shall  be  transferable
         thereafter   only  if,  in  the  opinion  of  counsel   (who  shall  be
         satisfactory to the  Corporation),  such transfer at such time complies
         with applicable securities laws.

                  5.4.3  The  cumulative   pre-tax  profits  of  JBE  means  the
         non-consolidated  gross income of JBE through all periods commencing as
         of  the  merger  of  GuildMaster   into  JBE,  and  ending  as  of  the
         Determination  Date,  less all  administrative,  selling and  operating
         expenses  of  every  character   allocable  to  JBE  as  determined  in
         accordance with generally accepted accounting principals,  consistently
         applied.  The determination of the certified public  accountants of the
         Corporation  as to the  cumulative  pre-tax  profits  of JBE  shall  be
         conclusive and binding upon the Corporation and the Employee.

                  5.4.4  In the  event  that as of the  Determination  Date  the
         shares of the same  class as the  Bonus  Shares  are then  listed on an
         exchange,  the "market  value" of the Bonus  Shares to be issued to the
         employee  shall be the  purchase  price on the  NASDAQ for the ten (10)
         days preceding the Determination  Date, or if not then traded or listed
         on that system,  on the securities  trading system or stock exchange on
         which the stock is then primarily traded or listed;  or if the stock is
         not traded or listed on an exchange  the average of the  reported  high
         and low price on the Determination Date.

                  5.4.5 If the  Employee  dies prior to the  Determination  Date
         while in the employ of the Corporation,  the Corporation shall issue to
         his estate (or  designated  beneficiary  as provided  in Section  5.4.6

                                      D-4
<PAGE>

         hereof) following the Determination Date a prorata portion of the Bonus
         Shares  which would have been issued to the  Employee  had the Employee
         remained employed by the Corporation until the Determination  Date. The
         prorata  portion shall be  determined  by a fraction,  the numerator of
         which shall be the number of months the  Employee  was  employed by the
         Corporation between the date hereof and the Determination Date, and the
         denominator  of which  shall be the number of months  between  the date
         hereof and the Determination Date.

                  5.4.6 The Employee may file with the Corporation a designation
         of a  beneficiary  or  beneficiaries  on a form to be  provided  by the
         Corporation,  which  designation  may  be  changed  or  revoked  by the
         Employee's sole action, provided that the change or revocation is filed
         with the  Corporation  on a form  provided  by it. In the  event  Bonus
         Shares  are  issuable  to  the  Employee  pursuant  to  the  terms  and
         conditions  of this  Agreement,  but the  Employee  dies  prior  to the
         issuance  of the Bonus  Shares,  any  Bonus  Shares to be issued to the
         Employee  may be  delivered  to the  beneficiary  or  beneficiaries  so
         designated by the Employee or, if no beneficiary has been designated or
         survives the Employee, shall be delivered to, or in accordance with the
         directions of, the surviving spouse of the Employee, or, if there is no
         surviving spouse, the personal representative of the Employee's estate.

         Section 6. Termination.

         6.1 For Cause. The Corporation may terminate the Employee's  employment
at any time "for cause" with immediate effect upon delivering  written notice to
the Employee.  For purposes of this  Agreement,  "for cause" shall include:  (a)
embezzlement,  theft, larceny, material fraud, or other acts of dishonesty;  (b)
conviction of or entrance of a plea of guilty or nolo  contendere to a felony or

                                      D-5
<PAGE>

other crime which has or may have a material  adverse  effect on the  Employee's
ability to carry out his duties under this  Agreement or upon the  reputation of
the  Corporation;  and  (c)  any  material  breach  of  any  of  the  Employee's
obligations  hereunder not cured within  fifteen (15) days after written  notice
thereof to Employee.  Upon  termination for cause,  the  Corporation's  sole and
exclusive obligation will be to pay the Employee his compensation earned through
the  date  of  termination,  and  the  Employee  shall  not be  entitled  to any
compensation after the date of termination.

         6.2 Upon Death. In the event of the Employee's death during the Term of
this  Agreement,  the  Corporation  shall be obligated to pay to the  Employee's
spouse, if living, or their beneficiary as directed in writing by Employee,  the
full amount of compensation due under the balance of the Term of this Agreement,
whether earned or not. Employee's  compensation for the full three (3) year Term
shall be secured by  Corporation in the event of employee's  death,  through the
acquisition of a Key-Man Life Insurance Policy (the "Policy") on the life of the
Employee with the  Corporation as beneficiary in a death benefit amount not less
than the  compensation  still unpaid for the  remainder of the Term.  The Policy
shall be secured from a not less than AA rated  Insurance  Company as determined
by the Standard & Poors rating system.  All expenses  associated with the Policy
shall be paid by the  Corporation.  Payment of the full  compensation due in the
event of death shall be paid within ninety (90) days of Employee's death.

         6.3 Upon  Disability.  The  Corporation  may terminate  the  Employee's
employment upon the Employee's total disability. The Employee shall be deemed to
be totally  disabled if he is unable to perform his duties under this  Agreement
by reason of mental or physical  illness or  accident  for a period of three (3)
consecutive months. Upon termination by reason of the Employee's disability, the

                                      D-6
<PAGE>

Corporation shall be obligated to pay to Employee all remaining compensation due
to Employee over the full term of this  Agreement  whether earned or not earned.
Payment of such compensation shall be made to Employee at such times as would be
paid if Employee were not disabled and still employed (i.e. monthly installments
over the remaining term of this Agreement).

         6.4  Without  Cause.  The  Corporation  may  terminate  the  Employee's
employment  without cause at any time during the term of this Agreement,  and in
such event,  Corporation  shall be obligated  to pay to Employee  all  remaining
compensation due to Employee over the full Term of this Agreement whether earned
or not earned, within thirty (30) days from Termination.

         6.5  Voluntary   Termination   by  Employee.   In  the  event  Employee
voluntarily  terminates his employment with Corporation  during the Term of this
Agreement,  the Corporation's  sole and exclusive  obligation will be to pay the
Employee his compensation earned through the date of Termination.

         Section 7. Covenant Not to Compete.

         7.1 Covenant.  During Employee's employment with Corporation and in the
event Employee voluntarily terminates his employment with Corporation during the
Term of this  Agreement,  for a period  of two (2) years  after the  termination
date, the Employee shall not:

                  7.1.1  directly or  indirectly,  either  individually  or as a
         principal,  partner, agent, employee, employer, joint venturer, or as a
         director or officer of any corporation or association,  or in any other
         manner or  capacity  whatsoever,  engage in,  assist or have any active
         interest in a business located anywhere in the United States of America
         that  engages in the  manufacturing  or  importing  of  innovative  and
         fashion-forward  decorative  accessories,  accent furniture,  lamps and
         wall decor, or that otherwise competes with or is substantially similar

                                      D-7
<PAGE>

         in concept,  design,  format, or otherwise to the business conducted by
         Corporation  on the date  hereof or at any time during the term of this
         covenant,  or that provides goods or services,  purchases from, or does
         business in any manner with Corporation.

                  7.1.2  directly or  indirectly,  either  individually  or as a
         principal,  partner, agent, employee, employer, joint venturer, or as a
         director or officer of any corporation or association,  or in any other
         manner or  capacity  whatsoever,  (a) divert or attempt to divert  from
         Corporation  any  business  with any  customer  or  account  with which
         Employee  had  any  contact  or   association,   which  was  under  the
         supervision  of  Employee,  or the  identity  of which was  learned  by
         Employee as a result of Employee's employment with the Corporation;  or
         (b)   induce   any   salesperson,    distributor,   supplier,   vendor,
         manufacturer,  representative, agent jobber or other person transacting
         business  with the  Corporation,  or to  represent,  distribute or sell
         services or products in  competition  with  services or products of the
         Corporation;  or (c) induce or cause any employee of the Corporation to
         leave the employ of the Corporation.

                  7.1.3  Notwithstanding  the above  provisions  of this current
         Section 7, the parties  agree and  acknowledge  that the conduct of the
         current  activities of Employee and his spouse,  Ellen L.  Parsons,  in
         connection  with PVI,  shall not constitute a violation of this Section
         7.

         Section 8. Waiver.  The waiver by the  Corporation of the breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee.

                                      D-8
<PAGE>

         Section 9.  Notices.  Any  notices  permitted  or  required  under this
Agreement  shall  be  deemed  given  upon  the  date  of  personal  delivery  or
forty-eight  (48) hours after deposit in the United  States mail,  postage fully
prepaid, return receipt requested, addressed to the Corporation at:

         Decorate, Inc.
         211 South Union Street, Suite F
         Springfield, Missouri  65802


and addressed to the Employee at:

         James K. Parsons
         __________________________
         __________________________

or at any other address as any party may, from time to time, designate by notice
given in compliance with this Section.

         Section  10. Law  Governing.  This  Agreement  shall be governed by and
construed in accordance with the laws of the State of Missouri.

         Section  11.  Titles  and  Captions.  All  section  titles or  captions
contained in this  Agreement  are for  convenience  only and shall not be deemed
part of the context nor effect the interpretation of this Agreement.

         Section  12.  Entire  Agreement.  This  Agreement  contains  the entire
understanding   between  and  among  the  parties  and   supersedes   any  prior
understandings  and agreements  among them respecting the subject matter of this
Agreement.

         Section 13. Agreement Binding. This Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.

         Section 14. Attorney Fees. In the event an arbitration,  suit or action
is brought by any party under this Agreement to enforce any of its terms,  or in
any appeal  therefrom,  it is agreed that the prevailing party shall be entitled

                                      D-9
<PAGE>

to reasonable attorneys fees to be fixed by the arbitrator,  trial court, and/or
appellate court.

         Section  15.  Computation  of Time.  In  computing  any  period of time
pursuant to this Agreement,  the day of the act, event or default from which the
designated  period  of time  begins  to run  shall be  included,  unless it is a
Saturday, Sunday, or legal holiday, in which event the period shall begin to run
on the next day which is not a Saturday, Sunday or legal holiday, in which event
the  period  shall run until the end of the next day  thereafter  which is not a
Saturday, Sunday, or legal holiday.

         Section 16.  Pronouns  and Plurals.  All  pronouns  and any  variations
thereof shall be deemed to refer to the masculine,  feminine,  neuter, singular,
or plural as the identity of the person or persons may require.

         Section 17.  Presumption.  This Agreement or any section  thereof shall
not be  construed  against any party due to the fact that said  Agreement or any
section thereof was drafted by said party.

         Section 18.  Further  Action.  The  parties  hereto  shall  execute and
deliver all documents, provide all information and take or forbear from all such
action as may be  necessary  or  appropriate  to achieve  the  purposes  of this
Agreement.

         Section 19.  Parties in Interest.  Nothing herein shall be construed to
be the benefit of any third party,  nor is it intended that any provision  shall
be for the benefit of any third party.

         Section 20. Savings Clause. If any provision of this Agreement,  or the
application  of such  provision  of any  person or  circumstance,  shall be held
invalid,  the remainder of this Agreement,  or the application of such provision
to persons  or  circumstances  other than those as to which it is held  invalid,
shall not be affected thereby.

                                      D-10
<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

                                        DECORATE, INC.


                                        By:
                                           -------------------------------------

                                                     "Corporation"


                                        ----------------------------------------
                                        James K. Parsons

                                                      "Employee"

                                      D-11
<PAGE>

                                   EXHIBIT "E"

$925,000.00                                                Springfield, Missouri
                                                                  May ____, 2001


                                 PROMISSORY NOTE


         FOR  VALUE  RECEIVED,  the  undersigned,  Decorate,  Inc.,  a  Missouri
corporation  (hereinafter  "Borrower")  hereby  promises  to pay to the order of
James K. Parsons  (hereinafter  "Creditor"),  the  principal sum of Nine Hundred
Twenty-Five Thousand Dollars ($925,000.00),  with interest thereon from the date
hereof at the rate per  annum 1% in  excess  of the prime  rate as quoted in The
Wall Street  Journal  (the "Prime  Rate"),  said rate to change as and when said
Prime Rate changes, on the _____ day of May, 2002.

         All payments  received with respect to this Note shall first be applied
to interest accrued on the principal balance, and the remainder shall be applied
to principal.

         Borrower  hereby  waives  presentment,  demand for  payment,  notice of
dishonor,  and all other  notices and demands in  connection  with the delivery,
acceptance, performance, default or endorsement of this Note.

         In  the  event  of  default,  Borrower  agrees  to  pay  all  costs  of
collection,  including a reasonable  attorney fee, if this Note is placed in the
hands of an attorney for collection or if suit is filed hereon.

         Borrower  shall have the  privilege of making cash payments in addition
to those called for in this Note at any time without penalty.

         Payments   on  this   Note   shall   be  paid   to  the   Creditor   at
____________________,  or such other  address as he or any other  holder of this
Note may direct in writing.

         Pursuant to RSMo.ss.  432.045,  the Creditor hereby gives the following
notice to the Borrower:

                  "Oral  agreements or commitments to loan money,  extend credit
         or to forebear from enforcing repayment of a debt including promises to
         extend  or  renew  such  debt  are  not  enforceable.  To  protect  you
         (borrower(s))    and   us   (creditor)   from    misunderstanding    or
         disappointment,  any  agreements  we reach  covering  such  matters are
         contained  in  this  writing,  which  is  the  complete  and  exclusive
         statement of the agreement  between us, except as we may later agree in
         writing to modify it."

                                      E-1
<PAGE>

         IN WITNESS WHEREOF, the Borrower, by its duly authorized officers,  has
executed this Note as of the _______ day of May, 2001.

                                               DECORATE, INC.


                                               By:
                                                  -----------------------------


                                      E-2