Exhibit 99.4

                           Memorandum of Agreement

Robert and Susan Mohr (Mohr) and Palm Desert Art, Inc. (Palm) have 
previously entered into an agreement for the merger of RM&M Framemakers, 
Inc. (RMM) into R.M.M. Acquisition, Inc. (RAI) dated August 5. 1998.  As 
part of the transaction certain assets of RAI know as the Heart of America 
Assets were pledged to Mohr as security for the transaction and a UCC-1 was 
filed to perfect that security interest.  In settlement of various disputes 
that have arisen as a result of such transaction, the parties hereby agree 
to the following:

1.    Mohr will receive back the Heart of America assets and all 
      inventories in all locations pursuant to a Bill of Sale "in lieu of" 
      in satisfaction of their perfected UCC-1 security interest.  

2.    Mohr will receive from Palm or RAI, as appropriate a reassignment of 
      such leases as are necessary form Mohr to continue the operation of 
      the Heart of America business.

3.    Mohr will grant a general Release to RAI and Palm, and RAI and Palm 
      will similarly give a General Release to Mohr, including but not 
      limited to the restrictive covenants.

4.    At the time of the delivery of the above described documents, Mohr 
      will return to Palm all but 75,000 shares of the Palm Desert Art, 
      Inc. stock currently owned by them.  The remaining 75,000 shares of 
      that stock will be returned upon either upon receipt by Mohr of proof 
      that all Key Bank loans to RMM, RAI or Palm, for which Mohr (or 
      either of them) are personally liable, have been paid and the Mohrs 
      have received enforceable releases from Key Bank or ninety (90) days 
      after the reconveyance of the Heart of America Assets, whichever is 
      later.

5.    Mohr agrees to permit Palm to represent the Heart of America line in 
      the states of Arizona, Oregon, Washington, and Colorado and others as 
      mutually agreed upon.  As sales representative, Palm will receive a 
      sales commission of 15% on all sales of framed prints generated by 
      Palm for which Mohr has received payment.  Mohr also agrees to pay 
      Palm an additional. fee of 10% (up to a total of $188,000) of these 
      sales for territorial development considerations.

6.    Mohr will continue to collect any remaining RAI accounts receivable 
      (approximately $30,000) on behalf of RAI and will use such collected 
      funds exclusively for the payment of RAI vendors.  Invoices to be 
      paid will be selected by Mohr from the list of outstanding payables 
      supplied by Palm and/or RAI.

7.    This agreement shall be effective as of January 17, 1999.  While it 
      is understood that the legal documents needed to complete the 
      retransfer of assets will not be completed until after that date, the 
      parties agree that Mohr may operate the stores and wholesale business 
      as of that date ant that all business transacted after that date 
      shall belong to and shall be the obligation of Mohr or such entity as 
      Mohr creates to operate the business.


Palm Desert Art, Inc.                  /s/ Robert Mohr
                                       ---------------
                                           Robert Mohr
By: /s/ Hugh G. Pike
    ----------------
    Hugh G. Pike, Pres.


R.M.M. Acquisition, Inc.


By: /s/ Hugh G. Pike                   /s/ Susan Mohr
    ----------------                   --------------
    Hugh G. Pike, Pres.                    Susan Mohr