Exhibit 10.34

MARKETING AGREEMENT BETWEEN-
FURNITURE CLASSICS, LTD.
2314 COLONIAL AND 23RD STREET
NORFOLK, VA  23517
AND
WELLINGTON HALL, LTD.
425 JOHN WARD RD.
LEXINGTON, NC 27293

This agreement, entered into this 4th Day of May, 1999, by and between Furniture
Classics,  Ltd. of Norfolk,  Virginia,  hereinafter referred to as the PRODUCER,
and Wellington Hall, Ltd., of Lexington, North Carolina, hereinafter referred to
as the DISTRIBUTOR, shall be subject to the following terms and conditions.

GRANTS OF RIGHTS:
The Producer  hereby grants to the  Distributor  the exclusive  rights to offer,
promote,  market and  distribute to the National and  International  markets the
Mirrors and Furniture as listed in the Addendum attached to this Agreement.  The
Producer  will not market the same products  which the producer  supplies to the
Distributor.

The Producer  hereby  guarantees  that all mirrors,  provided the Distributor to
satisfy its orders, except for those otherwise specified,  will be executed in a
true gold leaf finish.

The Producer hereby assures that all mirrors provided the Distributor to satisfy
its orders will be packaged in an enclosed crate of such  construction  to allow
reshipment by the Distributor.

The  Producer  hereby  warrants  that all  mirrors,  furniture  and other  items
provided  the  Distributor  to  satisfy  its orders  will be in such  quality as
represented by samples  provided and that the Producer will be  responsible  for
all mirrors, furniture and other items returned from the Distributor's dealer(s)
as a result of the quality falling below the established standard.

The Distributor may return all products received back from its dealer(s) because
of quality,  finish,  or packaging that falls below the standard of execution as
established  by this agreement and will receive a credit from the Producer equal
to all charges for the items returned.

The Producer hereby  guarantees his best effort that all mirrors,  furniture and
other items  ordered to satisfy  Distributors  sales would be  delivered  in ten
weeks.

In reference to the aforementioned  warrants and guarantees the producer conveys
to the  distributor  all warrants,  guarantees,  and right of  remuneration  and
recourse  against  the  manufacturer  and  freight  carriers  that the  producer
possesses in the execution of the business of this marketing agreement.

The Producer  guarantees that the FOB Indonesian or other prices provided on the
Addendum and prices subsequently charged the Distributor are/will be the same as
the Producer is being charged by the  Producer's  supplier and the Producer will
submit copies of the suppliers invoices to the Distributor on request.

The  Producer  hereby  agrees to consign all items listed on the Addendum to the
Distributors showroom for the duration of the High Point International Furniture
Market to be held in April 1999.

This Distributor  shall be responsible for providing  adequate wall space at its
High Point, North Carolina showroom at the Furniture Market for no less than one
each of all the mirrors listed on the Addendum and supplied by the Producer.

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<PAGE>

This Distributor shall be responsible for providing  adequate floor space at its
High Point, North Carolina showroom at the Furniture Market for no less than one
of each furniture item listed on the Addendum and supplied by the Producer.

The attached Addendum is the list of mirrors, furniture and other items with the
Producer's suppliers price which has been mutually agreed to by the Producer and
the  Distributor  as items that are  marketable  and  consistent  in styling and
quality  with  the  Distributors  overall  effort.  These  items  have  not been
challenged as a copyright  violation as of the execution of this agreement.  The
Producer will promptly and immediately  notify the Distributor of any subsequent
copyright questions or challenges.

DELIVERY and COMPENSATION:
The Distributor will submit orders,  for items on the Addendum,  to the Producer
for product,  to satisfy the Distributors  orders, and the Producer will satisfy
those orders by:

I. If the Distributor's orders and delivery requirements, in the sole discretion
of the Distributor, allows the use of the Producers inventory that exists at the
time of the execution of this agreement, then the Producer will then deliver the
items ordered to the Distributor and:

     The Producer will receive the Indonesian  cost or supplier cost (SC) listed
     on the  addendum  or the SC then in  effect  at the  time  the  Distributor
     submits the order for each item  delivered.  The Producer be paid COD (cash
     on delivery) at the time of delivery to the Distributor's facility,  unless
     satisfied through alternative means as described in this agreement.

     The  Producer  will  receive  compensation  for each item  delivered to the
     Distributor for ocean freight, and related expenses (freight Cost), to land
     a container at the Producer's  warehouse.  These charges will be determined
     as per Exhibit One attached.

     The Producer will receive compensation of 20% of SC for each item delivered
     to the Distributor.

          Ten percent (10%) of the before  mentioned 20% is for Management  Fees
          and the other 10% of the total is for handling  which  include,  among
          other things,  LOC expense,  warehousing,  unloading and loading,  and
          delivery to the Distributor's facility (handling cost).

     The Producer will receive special  compensation  equal to 15% of the SC for
     shipping and warehousing of current, in-stock items.

     All Management  Fees,  freight costs,  special  compensation,  and handling
     costs will be paid COD (cash on  delivery)  at the time of  delivery to the
     Distributor's  facility,  unless  satisfied  through  alternative  means as
     described in this agreement.

II.  If  the  Distributor's  orders  and  delivery  requirements,  in  the  sole
discretion  of the  Distributor,  constitute  less than a twenty foot  container
load, then the Producer will have the items shipped to Norfolk and included on a
container delivering other Furniture Classic goods and:

     The Producer will receive the Indonesian  cost or supplier cost (SC) listed
     on the  addendum  or the SC then in  effect  at the  time  the  Distributor
     submits the order for each item delivered.  The Distributor will pay 25% of
     the purchase  price on receipt of an  acknowledgment  of the order from the
     Producer  when the order is placed  and the  balance  upon  arrival at port
     unless satisfied through alternative means as described in this agreement.

     The  Producer  will  receive  compensation  for each item  delivered to the
     Distributor for ocean freight, and related expenses (freight Cost), to land
     a container at the Producer's  warehouse.  These charges will be determined
     as per Exhibit One attached.

     The Producer will receive compensation of 20% of SC for each item delivered
     to the Distributor.

          Ten percent (10%) of the before  mentioned 20% is for Management  Fees
          and the other 10% of the

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<PAGE>

          total is for handling which include,  among other things, LOC expense,
          warehousing,  unloading and loading, and delivery to the Distributor's
          facility (handling cost).

     All Management  fees,  freight  costs,  and handling costs will be paid COD
     (cash on delivery) at the time of delivery to the  Distributor's  facility,
     unless satisfied through alternative means as described in this agreement.

III. If the  distributor's  orders and delivery  requirements  constitute a full
container load as determined by the Distributor, then the Producer will instruct
its supplier to ship the container directly to the Distributor's facility and:

     The Producer will receive the Indonesian  cost or supplier cost (SC) listed
     on the  addendum  or the SC then in  effect  at the  time  the  Distributor
     submits the order for each item delivered.  The Distributor will pay 25% of
     the purchase  price on receipt of an  acknowledgment  of the order from the
     Producer  when the order is placed  and the  balance  upon  arrival at port
     unless satisfied through alternative means as described in this agreement..

     The Producer will receive a management  fee equal to 10% of the SC for each
     item delivered.

     The  Distributor  will pay all ocean  freight and related costs to land the
     container at the Distributors facility unless satisfied through alternative
     means as described in this agreement..

     All Management fees will be paid COD (cash on delivery),  unless  satisfied
     through alternative means as described in this agreement.

TERMINATION:
The terms of this  agreement  shall be from March 15, 1999 through  December 31,
1999, subject to earlier termination as hereafter provided.

The Producer may terminate the agreement by giving the  Distributor  90 (ninety)
days notice.  In the event the Producer  terminates the agreement,  the Producer
will  deliver  the  Distributor's  outstanding  orders  by  the  terms  of  this
agreement.

The  Distributor  may terminate the agreement by giving the Producer ninety days
notice. In the event the Distributor terminates the agreement, the Producer will
receive all the Distributor's  open orders for items on the addendum at the time
of the effective date of the termination.

The terms of this agreement will be  automatically  extended for a period of six
months on each expiration date unless one of the two parties has given notice of
termination  in which case the  agreement  will end at the end of the ninety day
period.

STOCK PURCHASE AND WARRANTS:
Wellington Hall will sell Furniture  Classic 100,000 shares of common stock at a
price of $.27 per share. The purchase price of twenty seven thousand dollars may
be satisfied by inventory  supplied to the  Distributor  which it orders,  sales
aids  acceptable  to the  Distributors  needs,  management  fees,  freight  cost
compensation,  handling cost compensation, special compensation, and/or cash. At
the time of the execution of this agreement,  Furniture Classics will pay to the
Distributor cash in the amount of $27,000,  or issue to the Distributor a credit
in the amount of $27,000  against which  invoices and other items owed Furniture
Classics by the  Distributor  before December 31, 1999 and as established by the
terms of this  agreement  will be  applied  and the stock  will be  issued.  The
Distributor  guarantees  his best  effort to satisfy the  twenty-seven  thousand
dollar  credit by May 1,  1999,  via  existing  inventory  of the  producer.  On
December 31, 1999, the amount of the remaining open credit would be satisfied in
cash. In addition to the stock, Furniture Classics will be issued at the time of
the execution of this  agreement  600,000  warrants for the purpose of financing
the Distributors  growth in sales as a result of this  agreement.,  The warrants
will have a  conversion  price as  follows  and a  terminating  conversion  date
determined  by the earlier  date of the  termination  of this  agreement  by the
Producer or by the  Distributor  for Cause or by the date that  follows.  At the
time of termination of this agreement, any options to purchase stock provided in
the  warrants  which  have  not  been  exercised   prior  to  termination   will
automatically become null and void.

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<PAGE>

     100,000 shares at $.30 per share exercisable until October 31, 1999
     100,000 shares at $.40 per share exercisable until July 31, 2000
     100,000 shares at $.40 per share exercisable until December 31, 2000
     100,000 shares at $.45 per share exercisable until December 31, 2001
     100,000 shares at $.45 per share exercisable until December 31, 2001
     100,000 shares at $.53 per share exercisable until December 31, 2001

Future stock offerings will be offered pro-rata, with right of first refusal, to
current shareholders.

APPOINTMENT OF DIRECTORS:

     With  respect to this  agreement  Wellington  Hall Ltd.  will  appoint  one
representative  of  Furniture  Classics,  R.  Douglas  Ricks,  to the  Board  of
Directors to a term of no less than this agreement.

     With respect to the aforementioned appointment, the board of directors will
make no  additional  nomination,  nor  support  the  election  of,  that will be
included  on the  Distributor's  proxy  for the next  scheduled  meeting  of the
shareholders.

WAIVER, INDEMNIFICATION, AND LIABILITY:
Should the Producer or Distributor choose to waive any of the provisions of this
Agreement, that shall not void any of the other provisions or rights outlined in
this Agreement.

Subject to the terms and  conditions  of this  Agreement,  each party  agrees to
indemnify,  reimburse,  defend,  and hold the  other  harmless  from any  claim,
demand, or judgment made, asserted or obtained against it, including  reasonable
attorney's fees and all costs,  disbursements and expenses incurred by the party
in connection with any claim of unfair competition or alleged unethical business
behavior  due to the  activities  of the  offending  party in offer  and sale of
Distributor's Mirrors and Furniture.

Producer does hereby agree to indemnify and hold harmless  distributor  from any
and all losses due to any  claims or  judgments  made or  asserted  against  it,
including  reasonable  attorney  fees,  cost and  expenses  incurred  due to any
copyright or patent violation by the Producer.

REPRESENTATIONS AND WARRANTIES:
a) The Producer  warrants that it has the right to enter into this Agreement and
is under no disability,  restriction or prohibition with respect to its right to
execute  this  Agreement  and  perform  under  it.  The  right  granted  to  the
Distributor  thereunder  does not  conflict  with or  infringe  upon  any  right
whatsoever of any other part. All  commission  payments that may be owed to such
persons shall be made by the Producer.

b) The  Distributor  warrants that it has the right to enter this  Agreement and
perform according to its terms. The Distributor warrants that it shall not allow
any lien or other  encumbrance  or form of attachment to occur against or to the
Producer's  Mirrors and Furniture samples and at all times shall remain the sole
property of the Producer.  The Distributor  shall at all times maintain adequate
insurance  to  protect  Producer  against  any risk of loss to the  Mirrors  and
Furniture.  Notice may be provided  by either  party to the other at the address
first provided above on this Agreement.

                                       -4-
<PAGE>

ACKNOWLEDGMENT:
Both  parties   acknowledge  that  this  agreement  was  accepted  by  both  the
Distributor  and the  Producer  and  that the  agreement  and all  policies  and
procedures shall be, in the case of the Producer,  interpreted consistently with
the laws of the  Commonwealth of Virginia and that any dispute  relating thereto
shall be  communicated  to both parties and  originated  in the Federal or State
courts of the City of Norfolk,  Virginia.  In the case of the  Distributor,  the
agreement and all policies and procedures shall be interpreted consistently with
the laws of the State of North  Carolina and that any dispute  relating  thereto
shall be  communicated  to both parties and  originated  in the Federal or State
courts of the City of Lexington  North  Carolina.  This  Agreement  contains the
entire  agreement of the parties  relating to the subject  matter and may not be
modified or changed except in a written signed by both parties.

PRODUCER:                               DISTRIBUTOR:
Furniture Classics, Ltd.                Wellington Hall, Ltd.

By:                                     By:
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Title:                                  Title:
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